The Spider That Came in From the Cold
by Public Valentine
Summary: Spider-Man has returned to NY a changed man. Stronger, faster, different. But when he comes back, things get complicated. From heroes with a grudge, to big bads having him in their evil plans, obsessive aliens and fans, what's a spider-boy to do?
1. Not really a Chapter 1

I am proud to present my first story, and Spider-man story at that. I read Spider-Man vs. Wolverine #1 and it peaked my interest, so I'm going to add a few twists and turns.

The friendly neighborhood webslinger has gotten really weak as of late, so I am honored to write...

THE VERY FIRST SPIDER-MAN POWER UP STORY!!

Yeah yeah hurray hoorah Im so happy,

_I'll add the __real chapter soon. I promise._

_THE SPIDER THAT CAME IN FROM THE COLD_

_**Yours truly,**_

_** Public Valentine  
**_


	2. Chapter 2

It'd been a while since he worn these old rags.

A long while.

Nearly 3 years, to be exact.

Two years away from his home, two years away from his city, away from his career.

Away from his responsibility. One that he never asked for, but regretted none of it.

All in all, he was a changed man, but still held on for dear life with the famous saying, _'With great power comes great responsibility',_ he just, and loosened up his resolve to meet the situations of the changing world is all. He was no longer a child with powers, a teenager with a chance to make everything right and amend his mistakes. No, he was a man with a gift from god, and he was going to protect those who could not protect themselves, and would not take any shit this time around either.

Something better than a warrior, he'd become. Something more than just an untrained, sloppy, kid who got lucky everyday that he wasn't killed. He utilized _all_ of his gifts now, and he was going to get better. He wouldn't let up until he was recognized for his heroics and attributes like so many others that denied him. Oh this wasn't still for his past transgressions. This was just, for a change of scene, to show everyone what he could be.

New York nights were… to say the least, _unpleasant_. It varied from which area you lived in, as in some, you would be granted the privilege to hear crickets chirp, and others, you would hear the subway tracks crackle and clink, and car alarms go off, as well as the occasional gun shot.

To say the least: Crime had gone up 100 fold since he left.

Sure, people said that it was the _Avengers _and the _Ultimates, _two different teams, that kept the crime rate down, but they asked themselves now, 'Why isn't still down? Why aren't they protecting us like heroes do?'

In truth, the Avengers were made for BIGTIME THREATS and INVASIONS, while the Ultimates were just kids that weren't young enough to be on that roster, and made their own little team, until they could join. Common sense shows that it would be ridiculous for someone like Captain America or Iron Man to go around, looking to stop muggings, and petty crimes and such. Or, for the Scarlet Witch, to go around busting drug dealings and teaming up with other local heroes to bring down crime bosses.

That wasn't their specialty.

Sure, the NYC had Daredevil, and Moon Knight, and when she felt like it the Black Cat, but that wasn't enough. Daredevil stuck to Hell's Kitchen, Moon Knight stuck to the general area of Brooklyn whenever he rarely came out, and Cat was a thief! They were a rag tag set of heroes that couldn't do everything, and they had their own lives.

Jameson, the editor in chief of the Daily Bugle, blamed it all on the disappearance of the 'menace', saying he was doing it in the shadows. The better part of New York believed that, which, the better part, meaning all the people who did not have to live in crappy houses and worry about getting shot. They stopped believing it however, when he was busted by Logan of the X-Men, exposing him for creating the Scorpion, Mac Gargan. He was sent to jail promptly after that and then they had no one to use as their scapegoat anymore

Other heroes called it prologue plan '616'. These heroes being few of the many friends and admirers that the 'Menace' had gained through out his 2 year career. Wolverine left again to Russia for unknown reasons.

Matt Murdock missed the menace as well as others, feeling that his sarcasm and sense of responsibility and sense of humor lightened up his very drab career as a costumed vigilante. He often teamed up with Moon Knight now, who, as a fact, wasn't much of a great joker, and rarely joked at all. And the fact that he was less able bodied to do patrols weekly like Matt's former friend did attributed to that.

Moon Knight himself, missed the menace, for his fighting prowess. It was rusty at best, and that said something great since he was able to best himself, Murdock, _and_ Elektra in a brawl once. His daughter was an avid fan of him as well, often asking him in the past for an autograph and a picture to add to her collection, that filled her room. That was another fact that he noticed, and now his daughter lost the little dry wit she had in come backs so she could be like him, and tore her posters down, believing him to be 'dead' like the sense of honor in heroics. That was the day she left to Xavier's school for gifted youngsters, not months, after the disappearance of her hero. She demanded he call her, Kitty, rather than Katherine, or at most, Shadowcat now.

Wade Wilson also joined the X-men, after being in a brawl with Iceman and Storm, as well as Beast. The ensuing fight knocked him unconscious from a ice enforced right hook from Bobby, right before Beast axe kicked his neck, and Storm fried his skull with her lightening. When they brought him back to the mansion, they were shocked at what they saw.

Iceman's powers had slowed down Wade's healing factor long enough for it to be affected by Storms lightening, while he was unconscious from Beast's kick. Storm's shock to him accelerated it to the point of it being able to heal his facial features, which were thought to be deformed forever. After taking a look into his mind, Xavier could _not_ read it, due to his brain cells regenerating constantly. But, Beast, being the genius that he was, suggested that they freeze him, and slow it down once again. As Iceman made it as cold as possible for Deadpool, Xavier read his mind, and repaired it as much as he could. When the ice that formed on the walls melted however, it came in contact with the machine keeping tabs on his vitals, and blew up, shocking Wade Wilson to consciousness.

He felt the changes immediately, and shivered as the lingering cold brushed against his face. Beast in his doctor's coat and Xavier could only smile at the youthful face of Deadpool, which was fully regenerated as well as his hair, thanks to his factor. He only said one thing before he actually _fainted_ from shock, "Rosebud."

Iceman burst out laughing at that, while Storm, glad that he was alright, and very handsome at that, out her head into her hands and Bobby's antics. Xavier explained to them that in his former state of mind, the term Rosebud, would have come out in a prolonged sentence, most of which would be irrelevant and idiotic, before he attacked them. This was proven when he woke up yet again, and had an elongated conversation with Scott Summers and Remy Lebeau.

When asked how Beast came up with the idea, he referred to his days teaching at Midtown high as Hank McCoy, right before his mutation got out of hand.

"I had stayed behind in the class room, studying bacteria, and they were moving to fast for me too see them. I tried everything I could think of at the time from heat, to electrocution, but it just would not work. A student had forgotten his books back in class and looked at what I was doing while I was looking through my bag and said, 'Why don't you put a block of ice on it?' At first I thought he was joking but when I saw that this was my best student, I agreed. When I got back and tried it, he was gone. His name was Peter Parker."

After that, Wade officially joined the institute, and promised he would thank this, 'Peter Parker' one day for sure.

The nights of New York City were not the safest places to be in. Unless you are in groups of three, or four, or more, no one would like to be able to walk the streets without fearing for their safety. The loss of the city's hero. A power vacuum was created, and all the criminal's, thugs, wannabe's, weaboo's, crime lords, drug dealers, skeezers, skanks, marks, tricks, trick-ass-marks, mark-ass-tricks, skip-scops, sloganizers, super villains, junkies, haters, and scally-wogs scrambled to claim power for there own devices. The wasn't anything the cops could do, and some students from Xavier's school tried to, but only got hurt in the process. There wasn't a week where a gunshot, yells, or alarms couldn't be heard in a neighborhood. Especially muggings. When asked about it, the Avengers said that it wouldn't look right for one of them to be stopping a mugging or theft or break ins. They were made for big time problems, and only helped with 'super' problems. Ms. Marvel was asked why they didn't they accept NYC's menace to the team, she was interrupted by the Black Canary and her words shocked the whole team.

_"He was too immature, too small time. The 'menace' had bad publicity. And honestly, he wasn't very super."_

The supporters of the menace were in outrage at the newest recruit of the team, even though she was recommended by a former member. They felt that her words contradicted herself, as she wasn't even meta-human, or a mutant for that matter. She was human through in through. She countered saying that Captain America was as human as she was, just more experienced, and older. The Cap didn't favor her words much either, as he held a lot of respect for who the Bugle titled as the menace. He respected him, encouraged him, but he felt like he could have done a lot more for him the way he saw his life was going. After all, he was just a kid trying to make up for his mistakes. By his opinion, he thought that he made up for it and then some.

The muggings and thefts wouldn't stop though.

A child and her big sister were running as fast as they could, regardless if their legs could carry them, or let them. They were panting, and breathing hard, there hair flapping behind them. Behind them at the criminals running after them actually. There were three. Three by large and threatening forms, that dwarfed the poor little girl to tears. She felt as if she were going to pass out from the strain on her body, but knew she had to keep going. Her sister's yells reached her ears as they ran, telling her not to stop. The yells changed to calls for help, when the older of the two looked back to see the thugs taking out weapons. They stopped when she had fallen, hard on the ground, her ankle sprained badly.

"Run!! Keep going!! Get help!!" She screamed desperately at her little sisters who complied, only to be stopped by the wall of a body of a thug, who had a lecherous grin on his face. "Oh no. We're gonna have some fun with ya ladies. Right guys?" His breath smelled heavily of alcohol, and from what the chilled could understand, he hadn't had a bath in a while, and still found the need to smoke. He grabbed her arms and held them up roughly with one hand, holding her chin with the other. She was forced to watch as the smacked, slapped, and hit her sister, laughing all the way, before the unzipping of zippers resonated through the hallways, overlapping the crickets and car alarms streets over.

The girl squeezed her eyes shut, tears streaming down her face in desperation, hoping that it was all a dream. No, a nightmare. But the pain from her arms, and the cries of her sister were unbearable to drown out. This was really happening.

A figure jumped through the night, leaping and bounding of from impossible length, loving the feeling of the air through it's clothes. The peeks and cracks of street lights below it shone on it upwards, allowing anyone with a bird's eye view to see it's face.

Only to see a mask.

This mask was used to inspire hope and admiration that you could always change for the good in people's hearts. The fact that it scared many was a package deal though, something he never wanted. In fact, he asked him self often, "Is it the costume?", right before he got shot at by the incompetent law keepers. Before, it was used to _just_ get by everyday without getting killed, or found out. The identity behind it had another mask behind this one though. It had many forms, many looks, many sounds, and only one purpose. It had been wisecracks. Wisecracks to eliminate his insecurities and fears by aggravating those who sought to kill him. And as unskilled as he was before, that was too easy without that mask. So in a way, it was like armor, to protect his identity, and his life.

That armor lost it's used a long, _long_ time ago.

Hearing the screams and cries of a woman, and a child in an alley nearby, it stopped at the rooftop, and peeked over the edge. The sight it was met with revolted it to no end. The little girl, was being forced to watched the _rape _of the older girl. Until the figure dropped down on the ground, and grabbed the rapist, and jumped back up without making a sound. The other two looked around frantically, and threw bottles up on the roof, only to be met back with the sound of them breaking. Panicking, the one holding the girl, held her harder, and the other pulled out a knife.

As if it would do anything.

The figure dropped down into the shadows, laughing menacingly at the two criminals. "You think that _that_ thing scares me? You idiot! I've seen more of those my entire life then you've used them." It kept laughing, even harder when the knife wielding one spoke, trembling, and face full of fear, just like his voice. "You pussy! Get your ass outta where ever ya are like a man!"

Before anyone of them knew it, that guy had been laid out, his arm broken and in a very sickly position. The figure was now in the light, that was shining from the building behind it. The sight of it shocked them all.

The same red torso. The same black patterns. The same indifferent eye pieces that curved at the top, as if perpetually scowling, indifferent. The lower color was different, but recognizable. Most importantly, the spider on the front, though bigger, was still the same. The odd thing was that it had a hooded jacket on, but it was obvious as sunlight who it was.

The menace.

The webslinger.

The wallcrawler.

The one and only, the amazing, spectacular, stupendous:

Spider-Man.

"Y-y-y-y-y-y-!" His stuttering was stopped when the hero of New York walked up to him and simply said, "Boo.", causing him to faint from shock. The hero adorned in black and red paid no attention to the two bystanders watching him with gratefulness, and awe as he webbed up the fainted thug, only thing that surprised him was that there wasn't a _hint_ of fear in their eyes. Looking over at them with a glance, he could tell that the older of the two was pretty bad off, bruises and cuts all over her, and dried tears tightened her face up. When he walked towards her, she flinched, which didn't surprise him at all. He kneeled down, grabbing her leg as gently as possible, and fired a webline on it like a cast, and wrapped it around.

Getting up, he readied himself from the oncoming force of the little girl who rand into him, thanking him incoherently. Though he could understand, it kind of warmed him up inside to see someone so happy, yet made him sad at the same time. He smirked a small smirked behind his mask, ruffling her hair, and picked her up with ease, sticking her to his back. When she tried to move she found she could not, but couldn't protest as fatigue would take over her as soon as she closed her eyes.

He smiled again.

Picking the girl up, who nodded and muttered in thanks, a little shy though. Fatigue took her over as well.

He sighed. His day back would be the day everyone would know. And he was really looking forward to surprise everyone too.

He wanted some sleep though. Jetlag was killing him. As he jumped up and fired a webline, swinging away like he did when he started out. A piece of paper dropped down onto the ground by the fallen criminal.

_'The asshole tried to rape someone. You idiots are lucky I'm back.' _

_ -Spider-Man _


	3. Chapter 3

_After dropping the two girls off at the hospital by putting them on gurney's before anyone saw him, Peter jumped in the air, and swung away. He thought about his time away as the birds squawked in the air, with the street lights shining on his indifferent eyes. He trained his ass off. He honed his skills, learned his limits, and stretched them exponentially. The only thing that bothered him was that Nebo said he still didn't reach perfect harmony with his powers. _

_He never understood that at all. He ran every day, lifted weights, which balanced out so he wouldn't get bulky. He trained his spider sense as Nebo threw weapons at him in his sleep, and he could do everything he couldn't before! He spun organic webs now since Nebo broke his web shooters along time ago and forced him to make _real_ webs._ _Stronger, faster, smarter, what more was there to improve?_

_The warrior side of him told him that answer. EVERYTHING. He had to improve everything. But if only that was more specific, he could get started on it right away. That was the problem though, it wasn't and he had to be patient until it was. He also thought to the relationships he formed while away. In his 'exile' Wolverine followed him, and the two developed a sort of brotherly bond with each other. Wolverine and Nebo were like the family he never had actually. After Uncle Ben, he thought that no one would ever fill the father figure role again. He was wrong. Nebo did._

_Aunt May had come to visit him with the money he gave her from his odd jobs and missions that Nebo gave him all the time. It made him chuckle every time he thought about it. Logan had been smoking and he was only therefore about two months or so, so he was still a rookie in Logan's eyes. He had tried to snatch the cigar out of his mouth when Nebo asked him to, and Logan was to fast and knocked him on the ground like a fly. Of course Nebo had a childish side to him and this was where he laughed. Aunt May had just been walking toward them when she saw the scene and by the way Nebo had been laughing knew he was guilty._

_Logan and him watched as she man handled him by grabbing his ear, and then smacked him on the back of the head before hugging the lights out of her nephew. Logan told him in all the years he'd known Nebo, which was around 30, that May was the _only_ one to ever throw him around like that. Of course, Nebo loved strong women and well, now he had to call him Uncle Nebo or train for the rest of the day. Not that he didn't want to, as he gained an addiction for the stuff and could have gone forever even before it all started. But it was because he was fairly lazy, which came from his 'brother', Logan._

_May beat that out of the both of them. When she was asked how she could disrespect her elders like that from Wolverine, she simply said, "_I look older and because I can James."

_Another thing that made him laugh. The name she gave him. Logan was just too gruff, and she named him James. Nebo, feeling that he should get a real first and last name in case he _ever _decided to start a family, changed his name to James Howlett. May also made him cut his beard every two weeks and groom his wild hair. Overall, they were like a family, and Logan and him would do what she asked, as she was like a mother to them, with Nebo being the father. They called it the most 'messed up family in Russia'._

_Peter was broken out of his musings from a rock that he sensed was coming his way. He broke his webline that was attached to a tree, and flip kicked it away, sailing to the ground safely, as light as a feather. That was another thing he learned to do. His sticking ability went both ways. He could attract and repel things, and it made free falling all the more fun when there was less gravity involved. He looked around at his surroundings afterward. Trees everywhere, pool, lights illuminating the darkness, and a huge mansion and sub-buildings not far away from him. He smirked. This was were Logan told him where he'd be. He also said that he should come over and eat with his big brother, which Peter wished his could punch him through a window for. It was annoying how he always mentioned that, but he appreciated it anyway. If he knew his older 'brother', like he thought he did then there was one place he would be being the pig he was._

_The kitchen._

_The main building was about 40 feet away from him. Taking a jogging start, he decided to show off a portion of his skills to the heavens, and started hand springing toward it, before he jumped toward a tree nearby, flipped off of it, and web zipped the rest of the way. Nebo would be so proud if he was there._

_Peter opened the window, seeing no one, as it had to be about 11 o'clock at night, and he knew that everyone was either in there rooms, or with each other somewhere in the gigantic house. Climbing in, he contacted the good old Professor Xavier to turn off the alarms. To say that he was surprised at Peter's presence even though James Logan Howlett already told him, was an understatement, but he complied. After that, Peter asked him mentally where exactly Logan was. He was told he was in the living room, eating a sub, and watching the news, which coincidentally was showing a report on two criminals on a roof, and one webbed to a wall. _

_Peter sighed heavily as he entered the room, to which Xavier chuckled from his study. The boy changed drastically , he did. He was no longer the wise cracking, shy behind the mask teenager he used to be, Xavier sensed. But there was still a little of his former self in him, where he acted like a child. That was good._

_And Xavier knew that in the morning, Peter would do everything he could not to go outside or the room that he reserved for him, as the students would be all over him if they found out. He couldn't wait until the morning._

_As Peter entered the room, he took of his mask, and his hooded jacket. Then he put the jacket over his torso, and some jeans Logan threw at him, and plopped down on the couch next to Logan, changing the channel. "I was watching that kid." Logan said between bites of his sandwich, to which Peter shrugged. "It was nothing interesting." He kept flipping the channels, from a flipping elmo, to a crying woman, to a Mad TV episode. "You were just on TV. Busted up some idiots your first night back, didn't ya twerp? That's somethin'." Peter stopped at a channel with a yellow sponge and pink starfish and green squid, before putting his hands behind his head, and cracked his back. "Like I said man, nothing interesting."_

_Logan was used to the new casual Peter, as he got part of it from him himself. But he could help but snort. "The news and Jameson will be all over your ass you know that Pete. You sure you're ready to be back?" Logan knew the answer well. He knew Peter well. And having this knowledge he also knew that Peter wouldn't back down without a fight, and was as stubborn as a car trying to be picked up by a child. "Logan I've been through things that would make those people break under pressure. I am ready to be back, now let me get a bite of that sandwich! I'm starving." He reached out to grab it but Logan smacked his hand away, while biting the sandwich. "Get your own." Peter smirked and was going to take it by force but was stopped when Logan reached from his side and held out a sub dripping with cheese, and jalapenos falling off of it._

_"I told you. I knew you would come." Peter just scoffed before smiling and snatching the sandwich away and munching down on it._

_"That sponge sure is crazy, huh?" Peter asked, muffled with food falling out of his mouth as he did so. Logan was no different at all, but he was drinking with his food, so his drink came out as well. "I think he's gay." They both laughed as Spongebob Squarepants ripped his pants again._

Peter Parker wasn't a morning person. He never understood why people woke up so early, or why they did, but they were a mystery to him. For two years he had to get up at 6 o'clock in the morning, in order to sharpen his senses. He never got up at six o'clock even hen, and even in the last days he spent in Russia training Nebo had tried throwing water on him to get him up. Key word being tried as Peter got just too good for that cheap shot to work anymore, and dodged in his sleep. Right now, he waned to sleep to his heart's content. The jetlag was still with him, and he felt like he was sleeping on clouds. The fact was, he was drooling out of his hood with his mask as a pillow. His arms were hanging over the couch and his legs were no better. They were haphazardly on the couch arm on the opposite end.

:Little did he know that the students who had not gone out for the wonderful Saturday morning were still there. In the living room. The same place as him. Kurt, Kitty, and Rogue looked at the stranger in wonder. "Who is that?" Kitty asked rhetorically, knowing that neither one of her companions knew the answer. They were her only real friends in the mansion, aside from Jean and Scott, and Mr. Howlett. Jean and Scott were more like a brother and sister to her though, and Logan, or Mr. Howlett, as she playfully called him was a mentor that trained her in hand to hand combat and stealth and the like. Actually her and Rogue were the only ones that got away with calling him that, and the one time Kurt tried he got a few strands of his hair shaved off courtesy of one of Logan's adimantium claw.

In her time there, at first she had been especially depressed because of the webslinger's leave of absence from the city. Rogue had made a crack about Kitty being an obsessed fan girl when they first met and ended up with here hands, feet, and head stuck in a wall to Bobby Drakes room, where his dirty socks and other _things_ where stinking to high heavens. Of course, they worked over that bump in their relationship, and were now the best of friends. Sort of.

"I don't know Kitty. Maybe it's one of Logan's friends? You know how he always has some of his war buddies or whatever come over and play poker. Maybe this guy got wasted and passed out, and Professor X let him stay the night?" Kurt asked, as he saw how wasted Logan and his friends got when they came over, and got as drunk as a skunk. He could've sworn he saw Professor X playing in a few of those poker games, but it was probably just a dream.

"Yeah. I mean, its not like he could have just broke in and decided to sleep on the couch. Then the Professor would have a fit!" Kitty nodded, since that was the only plausible answer that came to her mind that moment. She couldn't see his face, but she did see brown hair getting blown out and sucked in from the tiny snores that the boy was making. They all stared at him curiously, like he was the strangest thing on earth. Their gaze was stopped when the stranger groaned, startling all three of them.

_'Professor where the hell are you when _I_ need you to shut these three up?'_

Inside his study, Charles chuckled as heard what Peter thought, and went back to reading a theory on alternate universes.

Peter had just about as much he could take from these three, with them interrupting his blissful sleep. He knew exactly what they would say thanks to his training with his spider sense, and it was getting annoying as ever. "Excuse me you three. But would any of you fathom the idea of the clock placement??" They looked at each other, hoping one of them would understand just what he said. Peter saw this and groaned. "I meant what time is it." The dawn of realization hit the three like a ton of bricks, before Kitty looked at her watch. "It's 2:56 sir."

Unconsciously, Peter's eye twitched lazily at being called sir. "Okay. Now leave me alone until 10:00. Thank you, and go away." Peter smirked behind his hood, as he could tell what would happen next without his spidersense after training. He could sense the three have put off, annoyed, and peeved looks on each of their faces. When he turned around to face the chest of the couch, Kitty cleared her throat. "Excuse me, but you don't live here, so what makes you think you can boss us around?" She had a smart mouth, and the other two knew it as it got her into trouble many times. The only thing as bad as her mouth was her temper, when someone pissed her off on a bad day. Like Kurt.

"Because if I don't you'll keep bothering me until I die. Now please go away motor mouth, though I thank your friends for having the common courtesy to wait until I wake up again to have a conversation with me," Rogue and Kurt snickered at that, and nodded to him even if he had his back turned to them. Kitty was livid before, but it just fizzled into confusion. "W-well, can you at least tell us your name?!" Peter could tell that she was pretty immature, but had to admit it seemed cute on her. Almost… hot?

"Ask Logan. He's right behind you. What are you runts doing here." Peter said right before Logan did, as he knew what he would say. Kitty, Rogue, and Kurt thought they heard an after echo from behind them but then realized it was Logan. Logan had been watching for some time and chuckled at how Peter was able to annoy the hell out of the three without even trying. Though he wasn't sure if that was a skill or a curse. "Mr. Howlett who is this man?? And how is he here?? Is he a mutant? A war buddy?? A human??" Peter felt like smacking someone for calling him a human. He learned to dislike most of them as he saw what they did to Russia, and mutants, and each other. He wasn't a human. He wasn't a mutant either. He was something entirely different, in between.

He sensed Logan cast a look of appraisal toward him and nodded. It was Logan asking him if he should tell them his name since they wouldn't recognize him from the last time they saw him. "That's puny Pete Parker. One of my _annoying_ friends." Peter threw a pillow at Logan quickly, but lazily, and Logan dodged it with a grin. The grin was because he saw the looks on Kurt and Rogue's faces as they met Peter after he first got bit and got his abilities. They became rather good friends, as Peter and Rogue became like brother and sister and him and Kurt pla- er, trained. Peter had told Kurt about his powers after he saved him from being crushed by the fridge with one hand. After that. the two always pitted their powers against one another. But Peter won always since his was more agile and the like. He still wished he had a tail though, and that made Kurt laugh.

"Him, puny Peter? That's a good one Logan. Peter left nearly three years ago an he ain't comin back." said Rogue a little sad but more angry than anything else. Peter felt guilty since it was his fault and he was the only boy to penetrate her defenses she put up to not get hurt. But he guessed he winded up hurting the poor girl anyway. "What makes you say that squirt?" asked Logan, who cast a glare at Peter, since he too cared for Rogue like his own daughter. Kitty and Kurt were feeling a little left out of this loop though. "What are you talking about Rogue? What's wrong?" Kitty was sure the answer was not a happy one. "That jerk promised to write me a letter every month or week, and call me too! He stopped after the third month."

Logan and Peter traded glances to which Logan's said, "Fix this or I'll break you Pete," and Peter's said, "Fine Fine! Don't get you bloomers in a notch Logan Berry". Logan ignored the crack at his name and stayed behind just incase Rogue got mad and her powers got out of control. During his time at the Mansion while he visited them, he got Rogue's abilities under control, but they still went haywire if she got pissed.

Kurt wasn't sure what to believe, but supposed this guy wasn't Peter since he couldn't see his face. Not that that would help any. Peter got up with a groan, and approached Rogue, since his spider sense wasn't flaring, and knew she wasn't a threat, yet. If she became one he wouldn't be able to stop since in training his spider sense caused more predator like instinct to be unlocked more and more. He was still pissed that he had a long way to go with his powers though, even if the prospect of pheromones coming from him was enticing.

"Rogue, I'm sorry." He placed a hand on her shoulder, and tingles spread throughout her body, since his sticking ability caused her hairs to stand on end. "Peter..?" He nodded, pulling down his hood and smiled softly at her, even though he knew a hand was coming his way before it did. A loud smack echoed through out the room, before Rogue put her head on his shoulder as he rubbed her arm comfortingly. "Why didn't you call me you bastard?" He smirked as he could feel her almost purring into his shoulder. "You actually thought Russia has good reception? And you knew my money problems before, what makes you think they changed for long distance calls?"

Logan was about to remark that his money problems did change, drastically in fact, before Rogue spoke again. "Well I still missed you puny Parker." She smiled as she felt his heart skipped a beat. "Yeah, I know you did," he said, to which Rogue slapped him on his shoulder, and he kissed her cheek. He let go of her and she turned around to Logan, Kitty, and Kurt who had a grin on, a shocked expression, and another grin respectively. Kitty was the one with a shocked face, as she had never seen someone act that way with Rogue, Rogue act that way with someone at all either.

"Hey Rogue, Kurt, I got a surprise for you guys! Sit down." Peter sat down next to Kurt, and pulled Rogue down on his leg and felt her body heat up. "Where am I supposed to sit then?" Kitty asked, as she felt that she was the only one understanding what was going on. "You could sit on my lap Kitty!" Kurt said with a lecherous grin on his face, to which Kitty giggled nervously, and sat on the side of Peter away from Kurt with a blush on her face as she saw his face.

_'Oh my god!'_ was the only train of thought that ran through her mind as she kept glancing at Peter's face without the hood masking it. Rogue saw this and raised an eyebrow at her, before raising her brow at her friend which obviously said, "Seriously?" Kitty looked offended, as she felt she met the boy somewhere but couldn't remember, and there for could not remember him. In all this time, Logan had gather Charles and brought him to the living room, as they both knew what Peter was about to do. Rogue had no idea of Peter's powers, and just assumed him to be a human, which Xavier chuckled at the thought since even if he was, he wouldn't be normal.

He turned on the TV with a stoic expression, looking past Rogue. They all, with the exception of the two senior members of the group wondered what he was doing. He turned to a news channel where they were showing a spider in the upright corner of a screen with a question mark on it. Kitty's eyes widened at that, and even more so if that was possible seeing the criminal Peter had nabbed the night before webbed to the wall. The next words that came from the TV made Peter and the others cover their ears from Kitty's squeal of delight.

_"Spider-Man has returned!"_


	4. Chapter 4

_(Undisclosed Location)  
_

The black goop watched, and waited for the right one. It searched and beckoned the heavens for the one that was worthy. It found that one, known to the world as Spider-Man, but to seldom others as Peter Parker. It sensed he had potential, to be great and powerful. It felt his sorrow over the loss in his life, and relished in his fleeting happiness with every passing day. His power grew, his anger for the ones that hated him for no reason, just because he wanted to do the right thing. It felt a sense of sadness from him when they parted, before it could become one with him.

Now that black goop was known as Venom, the being who hated that same man with a passion. Or was it it's host, Eddie Brock, that hated him with a passion? Parker was it's first love, it could never truly hate him no matter what. He was powerful, brave, compassionate, and from what it saw one of the most trust worthy humans on the earth. It knew he'd been through a lot, and it missed him dearly after his departure from New York City. Over that time, Brock had been captured, and the symbiote abandoned him for his thoughts of blaming his predicament on Parker.

That was a weakness he had, a weakness Venom couldn't stand. He blamed everything on Spider-Man even in his absence. After departing Brock, Venom roamed around aimlessly, silently hoping for another host with a desire as strong as Brock's hate, or as strong as Spider-Man. It had been ready to return to Brock until it saw a TV report from a sewer line it was in. Venom had enhanced powers that Peter already had, but also would have given him powers he should have had, like enhanced hearing, as spiders relied on their hearing more than their eyesight.

Listening in and looking at the TV report, the words it heard and the webs it saw made it graft a mouth that went wide.

Peter Parker was back in town. And by searching for the link that it knew they still shared, he had gotten stronger. _A lot_ stronger. Venom slithered out of the sewer line with a smile that seemed menacing, but it was actually one of glee and happiness. It was about time to be reunited with it's first and only love.

Peter Parker wouldn't be able to reject it this time.

* * *

(_X-Mansion)_

The boy, no, young man, had been having strange dreams for a while. They were vivid and real, but fake and vague at the same time. They progressed as he did, and he sought council from Nebo. His father figure was ecstatic, at the news, since it was the first true sign of progression in his training. It was a branch of his spider sense, that bordered on precognition, or seeing the future. During his training it was just teetering over that line, so much that he saw glimpses of the future in his sleep. Now, they came every so often depending on the urgency and the threat, like his spider sense, though it was much more uncomfortable to experience than the former.

As such, the second the news ended, his surprise for his two friends was over, and he had a bad feeling, or an excited one in his stomach. Logan had told him of Kitty's infatuation with him, or his alter ego, and smirked as she ran around the room trying to get words out of her mouth.

Kurt was laughing his ass off at her and Rogue was looking at him cutely, and curiously. He smiled at her, causing her to raise an eyebrow. "So that was the surprise?" She pouted, making him chuckle at her childishness. Kurt hadn't changed one bit in his time away. The blue skinned arrow tailed teen was still hyperactive with an appetite bigger than Peter's. Rogue however, had, as she had warmed up considerably, to the point of acting immature. He had to admit, it did fit her well.

"Geez Rogue I had no idea you wanted more from little ol' me." He teased in a fake southern accent while smirking at her and saw her eyes widen a fraction before hitting him, huffing.

"Very funny you jerk." She muttered. Logan snorted at that. He was pretty sure Rogue had something more than a school girl crush on Peter, but it was definitely clouded by her infatuation with Scott. Honestly, she was as dense as Peter the way she didn't what blushing around him meant! Now the runt, being Kitty, was another story. She was practically head over heels for him, when he was in costume. She still had some posters of him and stickers on her notebook. During his classes there when she first got there she would always draw her and him getting married, or a big giant heart between them. He laughed at the fireworks that would come from that, until Charles sent a mental warning for him to not provoke anything, lest he act like a fool in front of Jean.

"Awe I love you too." Peter said sarcastically, seeing Kitty trip over the pillow that he threw at Logan before. He caught her of course, and put her down on the couch. "Stop eating so much sugar… uhm…" She looked at him smiling a little, but still blushing since he was so handsome. "It's Kitty. Kitty Pryde." Peter knew her name, but decided to play on his own act. "Wait you're Moon Wings daughter?" Logan could practically _see_ the pheromones coming off from his little 'brother' as he was still hovering over Kitty, with Rogue looking on with her arms crossed, her cool regained. Sort of.

"Actually its Moon Knight. But yeah I am." Peter sensed Rogue coming from behind him with intent to drag him out like a rag doll, like she used to, and with an invisible smirk loosed his hood. Rogue wasn't one to be jealous for anything. She wasn't one to claim anything either. But now, she wasn't doing either in her mind though to Logan and Charles it was pretty obvious she was. She grabbed Peter's sleeve trying to drag him away so they could talk by themselves, but instead dragged his hood down.

Logan suppressed a groan at Peter's sneakiness. He was able to get his hood unhinged so they would be able to see part of his costume, but again, neither him, nor Charles knew if that was a good or a bad thing to be proud of. Another thing was that this action could go both ways. Over time Peter changed his 'Parker Luck', into something extraordinary, and now he had some of the best ever. The thing was he always found a way to screw it up sometimes. Logan just wondered if he could play his cards right this time, and go all in with his full house, instead folding.

Rogue felt that he owed her a talk after being gone for two whole years, in the least. But these thoughts were stopped as her eyes fell on exactly _what_ hid behind that hood of his. The iconic symbol peeking from the right side of his still hooded jacket. The well known patterns covering the red cloth, and the new black twist that replaced the blue.

She gasped. "Peter…. You have so much explaining to do…"

* * *

"What the hell is this?"

Peter just smiled at her as Kitty stared at him in shock with getting increasingly red. Before her, stood the man who she wanted to marry, and the man that she looked up to as her hero. "Its your surprise Rogue!" Peter smiled again, as she rolled her eyes and pointed frantically at his hood, or what was under it, he wasn't sure. Kurt felt like laughing, and frowning at the same time because he knew that Peter hadn't told Rogue, and she would be hurt that she wasn't In on the loop.

"NO! What… is… that? Under your damn hoody!" He looked at his chest, and so did Kitty. "Just what exactly have you been keeping from me Peter?" He put a hand on her shoulder, and beckoned her to sit down, which she didn't want to but after looking at Peter she conceded. Kurt was in a love seat, listening intently as was Kitty, since Kurt never found out how Peter got his powers, and Kitty wanted to know everything about her hero.

"Well, when I was fourteen, at the end of my freshman year, we went on a field trip to Oscorp Industries…" He continued on with the story, telling them all how he wanted to get some money for his Aunt and Uncle, and also enough to buy a car to impress a girl named Mary Jane. He told them how the bookie cheated him out of his money, and how he got robbed, and Peter let the robber get away. Two days later after Peter and his Uncle Ben had a falling out and he went to a Kong's party, the robbed broke into his house and killed his Uncle Ben. This was were Kitty, and Rogue started to tear up, at the growing sadness in the boy's voice. Kurt was also tearing up, but tried to choke it down, to seem more manly.

Peter found out where exactly the perp was hiding out, and beat the living shit out of him, until he saw who the guy was. In his stupor, the perp tried to pull a gun on Peter, who easily knocked it out of his hand and broke his arms. The perp begged for Peter to spare him, which sent him into rage. He yelled and demanded why didn't he give his Uncle Ben mercy, why didn't he let him live. The perp back away in fear, tripped over a pipe, and fell out of the warehouse onto the docks, dead.

Peter then told them how for the next few months he had beaten himself up about his Uncle's death, and had to juggle school, a job, and being a super hero. A man named Nebo had tracked him down, and challenged him to a fight. Peter declined, but when a hostage was brought into the situation, he readily accepted. Peter told them how easily he was defeated by the man, who was only human. Nebo had told him how was he going to protect people if he could be beaten so easily, as Peter spit up blood from being hit in the stomach at a pressure point. Nebo dragged him to somewhere secluded and told him he would kill his friends and family after he pull of Peter's mask and saw how young he was. This sent Peter into rage, and he charged at Nebo with everything he had, and only ended up getting one hit on him, before breaking his arm.

Nebo asked him why didn't he finish him off as Peter helped him up, and Peter told him that he wasn't dangerous anymore, and he didn't do the whole killing thing. The two remained there, talking, and Nebo told Peter if he came with him to train and hone his amazing abilities then he would be one of the best. Peter asked about his family, which Nebo said that he could enroll Peter into a school in Russia. After telling his Aunt, she accepted gladly, thinking that he would just be at a good school. And the rest as they say was history. Nebo made him work out and lift weights, he made him run everyday, and many other things like a once a month spar.

He told them that he came back because he heard what the Black Canary had said about him, and wanted to prove her wrong. "So you didn't come back for us? Not for your friends?" Rogue yelled at him, thinking he didn't care about her at all. "No that's just a package deal Rogue, I swear. I really missed you Rogue, and Kurt too. That's why I came here first." Rogue crossed her arms and looked away, scowling. "How long have you been back?" He knew that voice. Depending on what he said he would either get his and be forgiven, or get hit through a wall and be scorned.

"Just last night. I got off the plane and made my way here," said Peter, as he watched Rogue soften up at that, and turn around, frowning. "Why didn't you ever tell _me?"_ She asked pleadingly. Peter sighed and brushed a hand through his hair. "The day I was going to, my friend Gwen Stacy cornered me in my basement where I was still in costume, and pulled a gun on me. She thought I was a criminal, but I knew she wouldn't kill me since she's one of my best friends. After that, I had spent the rest of the day with her." Rogue nodded hesitantly, and walked toward him. "Don't you _ever_ keep something like this from me again Peter!" She punched him in the stomach, and for a split second marveled at his abs while he chuckled. "Fine, fine. I promise"

He took his mask from his pocket, and was about to put it on when Kurt stopped him. "Where are you going?" He shrugged, and put his mask on. "All this talking reminded me that I got another stop to make. Gwen probably saw the news already and is gonna go crazy if I don't see her soon." Rogue latched onto his arm and looked up toward the ceiling. "Up, up and away!" Logan smacked his head and Charles chuckled as they had been waiting silently, watching the teens converse.

"Have I rubbed off on you _that_ much?" Peter asked, laughing. She punched his shoulder to stop. "I want to go with you too. I want to meet this Ben Macy of yours." Said Rogue with a little venom in her voice; she was very protective of her friends. "Oh no you don't. You the runt and Kurt are comin with me. You two have a test to do in the danger room." Logan dragged Kurt by his collar causing the tailed boy to thrash around childishly. Rogue and Kurt groaned as Kitty stared at Peter in awe, totally oblivious as the other three left.

"Kitty! Get your ass over here!" Logan yelled as Kitty ran toward the elevator before fixing Peter an awestruck glance as he ran out the door and jumped in the air.

Kinda good to be home.

* * *

I've made several changes to the original Ultimate timeline, and mixed it in with the mainstream one because, well, I _can! _HA! Take that Marvel! And as for Peter just _giving_ his identity away, its because he knows he can trust them, and that they can also trust him, and if it comes down to it, he can always get Charles to do a mindwipe on them all.

I don't care about reviewsa, just enjoy this... pwease? .


	5. Chapter 5

Peter learned to keep his feelings in check over time. This was thanks to Logan, who taught the boy, no _young man_, to be suave and cool. Peter felt that this was ironic given Logan's gruff nature and how he was a shy school boy around Jean Grey, but that was beside the point. It was still funny though. In doing this, he learned to stay silent when it came to fights, finding that as he progressed in his training, he no longer needed his 'mask' that he used to tell his opponents off. It was used as a way to tell them, "I'm so good at this I can joke around while you're too busy focusing on fighting me," and it only worked to an extent.

Now, he felt that his new way of doing things was more efficient: cold, calculating, and fearsome behind the mask, and suave and a heart breaker underneath. When Nebo complimented him about it while he was watching one of his favorite movies, Shrek to be precise, he said that spiders had layers. Peter was slightly frightened by this side of him, as Nebo warned him after he got used to it that he was becoming more predator like, and it was showing while he was behind the mask. Peter promised he would keep that in check, and he felt even better that nothing bad ever happened either.

At the moment, he swung through the streets of New York with his eyes closed, as a sort of improvised training. He stuck to the shadows, and kept the thrills of delight from swinging down unlike his past self, who would have screamed out loud at the excitement. His spider sense guided him through everything, and told him of when and where to go, as well as to jump and duck, or spin to avoid getting hurt, his head smashed, or is bones broken.

He wondered how exactly New York was going to take it, the news that is. To be honest he could give two shits on a rat's ass that was mount on a piss filled ice cream cone what they thought, but then again he didn't care at all. Well those who appreciated him like the girls he saved last night where the ones that he cared for their safety. But then again that idiot Fury would no doubt come after him, since he was now back in his jurisdiction, and would want him to join his little team of superheroes, like Peter used to. Thing was, 'used to' was a definite, meaning that he _used to_ want to join, and now he wouldn't even care if they begged him to join.

Thor was spoiled and arrogant, though he had a good heart, he had been corrupted by human nature.

Wasp was precise and calculating, but he still didn't like her. It must be instinct.

Ms. Marvel was pretty nice, a motherly figure that was even apparent from afar, and he'd met her on several separate occasions, and liked the woman.

Luke Cage was a good guy, a bit dull, but cool none the less.

Ironman was cool, even though he called him a kid on several occasions, even a medical abomination, though that was a good thing.

Captain America was awesome, a true poster boy for all heroes to look up to. He was like a father figure, though Peter figured that was because of the time period the man was from.

And last, and probably least, the Black Canary. He didn't like her after he heard what she said about him. She was the youngest out of all of them, the Avengers that is, and was about two years his senior. He had to admit he respected her for being able to keep up with them all, and even more so that she was only human, but that only went so far. What got to him though was before he left, chances were she could have probably beaten him like several other super heroines did on occasion, which, was _really_ embarrassing. Elektra, Black Widow, Black Cat once, though he didn't count that since it was an ambush, and even his female clone did. Speaking of Jessica he wondered how she was doing since he left, and would have to talk to her sometime. But back to the Canary, he felt an urge to show her just how _smalltime_ he could be when Nick would send the Avengers after him as messengers if he didn't come himself.

He almost wished that he had some spider slayers to beat around just to show them that he wasn't a stupid kid anymore, that he wasn't someone to be fucked with. Almost, being the key word since he was lazy. He had to admit though that the Canary was sort of hot, and her uniform greatly showed off her figure. But this was silenced by the predator in him. Spiders could _eat_ canaries as well as beat them.

As he jumped from building to building with ease and made sure to stay in the shadows from prying eyes he continued on to thoughts that ran through his mind. One was Gwen Stacy, the girl who was like a sister to him, and then so much more. She was like his best friend, aside from Harry Osborn, who moved to Europe. The tomboy girl had earned his respect the first time they met, with her open mindedness about the world and such. They became great friends not long after, with her protecting him from bullies and him helping her with her homework, even though she didn't need it. He really missed that girl, and was going to go crazy when he though she died at the hands of that genetic monstrosity that was Carnage. He barely made it in time to get her away from that thing…

Another was Mary Jane Watson, the girl next door, the one he told his secret to. While he did miss her, he was always brought back to the fact that she and him broke up rather badly after he caught her cheating on him with an exchange student. Though, he didn't leave until he knocked a few teeth out of the guy's mouth, then he left to take his anger out on some gang members.

Then there were his fellow vigilantes who would no doubt come seek him out to see if he wasn't some poser in a similar costume, then they would get into the customary vigilante brawl, and go on about how they didn't trust each other, or some other stupid reason. Peter felt if it was a club, then that was one of the main club activities. Kitty would probably blab about it to Moon Wing- er, Moon _Knight_ and he would tell Daredevil, who would find out that Black Cat already found out, and they would seek him out together.

How did he know this all? He attributed it to the ever so thin line that kept his spider sense from playing on both sides of the fence, with one being precognitive and the other being a dumbed down version that he had at the moment.

The last was Johnny Storm, New York's resident match stick. He heard the guy was pretty angry when he left, as they shared a sort of kinship with each other, and were like brothers in a way. Though he still felt it was creepy when he found out that he asked out Jessica on accident. Especially after he found out it wasn't an accident at all. The match stick would most likely come looking for him fir a race fir old times sake, and this would somehow mix in with the vigilante club meeting.

Peter knew all this not because of his spider sense, but because of his knowledge of his good old Parker luck.

All in all, this would be one hell of a hectic visit. That's right, he wasn't planning on staying in New York for good, and not any of the puppy dog looks Rogue and Gwen fixed him with could change that. Or could they?

He landed on the ground behind his old home without a sound, as he smiled behind his mask at the house. It looked totally the same, it was sort of a shame he couldn't say the same for himself. Kneeling down, he opened the cellar door, or more like _ripped _off the lock and opened it, before walking down the stairs.

The entire place was dark and quiet, and from the little light the outside brought, he was positive that it was very dusty and unclean. Remembering the place like the back of his hand, he flipped the switch right by the bottom of the stairs, and took off his mask and set it on the large table infront of him that he used to use for making web-fluid or alterations on his web-shooters.

In the past, many Beakers and test tubes along with Bunsen burners crowded the table, threatening to fall of of it. May had called him a lazy genius pig, simply because everywhere he went he made a mess.

Oh lord, she had no idea.

Now, it was empty, dusty, and barren. The whole room was, except for a little portable TV and a couch with a cover on it. He briefly wondered why exactly that was there, but before he even got a chance to think about it when there was a shuffle in the room. And it wasn't him.

If it was danger, his spider-sense would have gone off a while ago, but he was still cautious. He turned to the place where he heard it and found the area dark, shielded from the light by a well placed set of shelves from above.

His eyes widened for a fraction of a second and a smirk graced his face. The billow of a green trench coat gleamed in the light, giving him well enough warning to know who the intruder was.

With a seemingly careless gesture, he fired a strand of webbing to a trunk on the shelf and yanked it unceremoniously, making the intruder flee to the side and into the light as the trunk hit the ground. He grinned.

"Tell me something will you? What does the head of SHIELD have to do in teenagers home? Isn't that a little… Oh I don't know, stalkish?"

* * *

As Venom slithered through the shadows of Queens, New York without a host, and in its crude human manifestation form, it felt like giggling with glee. The first time it laid eyes on this earth, it was scared. It could sense the ill will and prejudice that these people had against thing that they could not begin to comprehend with their feeble little minds, and would rather destroy, or experiment on those superior to them to still be on top of the ever changing food chain.

Then it met _him._

Venom needed Peter Parker. Spider-Man that had been gone for months, _years_ even. It was negative emotions from all the anger of being attacked from all sides that made Venom make the wrong decision and lead up to Peter rejecting it, rather harshly. At the time the symbiote had become jealous of the women in Parker's life that wished to mate with him, like Stacy girl, or the one that it really didn't like, the mutant known only as Rogue.

It could feel him. It was getting closer, and soon, the spider would have its Venom. It was only a matter of time.


	6. Chapter 6

Hey guys! What's up? Sorry it took so long for me to update, but I'm back, and in celebration of no school... here's an extra long chapter! SO I hope you guys like to read, cause there's over _3,000_ words here!

Oh, and you guys might notice a change in my style, and that's thanks to my new beta, One Time Dancer. Check out the dude's stories, he ain't got much, but they are worth reading, if you can get past his crappy update schedule.

_OTD: Hey!_

Eh shaddup! Anyway, I thank my reviewers, especially that dude guy aptly named guy, who helped me find out what I was missing in the story's delivery.

_OTD: Delivery? Without me you would have nothing!_

Says the guy who takes a month to do one chapter.

On with the story!_  
_

* * *

**Intruders on a Spider's web: The Fake, The real, and the In-between**

"Parker." Peter shook his head and rolled his eyes. "No, it's the metal man without a heart. Who else would I be Nick? Spider-pig?" The black, one eyed man smirked a little, which didn't surprise Peter, but it was still a sight to see from someone who looked like the world had screwed them over thousands of times.

"You still haven't learned to keep that trap of yours shut, have you?" Peter grinned and shrugged at the same time. His eyes pointed toward the ceiling. "f course I have, but where would be the fun in that? Its like having ice-cream and only eating it if you took out the sugar. Disgusting. Oh wait, that was something that had to do with ants and bears… my bad."

Fury rolled his eyes. "You can shut up now, kid." With a flick of his wrist and almost no sound, Peter webbed his mask on the ceiling and sighed. "What are you doing here Fury? Come here to cash in on my slavery to SHIELD, or my contract with the Ultimates? Cause if you are, I got to say I'm not enthusiastic about it." Enthusiastic was an understatement, the very idea made him shiver.

"No. You're still too young to join. If anything, I would have y-" Peter interrupted him, "Too young? I'm almost eighteen. Back then you said-"

"Yeah kid, _back then_. In case you haven't noticed," he paused, "Which you obviously didn't, and still _haven't,_ a lot of things have changed around here."

Peter didn't like where this was going at all. "I know what you're going to say, trust me, I do. You're going to say the city is killing itself and a lot of things are going down the crapper, and with some hair brained scheme you want me to help restore," he looked up at the ceiling and wriggled his arms like noodles, "_The balance of the universe!"_

"Damn kid I'm not joking around!" Peter looked at Fury with a deadpan expression and shrugged. "I know that. I already told you, I can tell what your thinking, what you're going to say after I'm done speaking, and just to let you know I'm not letting any of your lackeys get my genetic sample for studying… _again_."

Nick ignored him and school his expression which had gone from stoically angry to frustrated. "If you know what I'm going to say then what am I you smart ass?" He glared at Peter, who looked like he could care less. "'You have a folder in your coat. Its light brown, and has the words medical files on the front part. It's a ploy so people will think its an ordinary folder, but it has files from SHIELD or something else important, like someone named… Laura Kinney."

Nick's eye widened a bit. "How much did you learn?"

"Not important. Just to let you know you have something sticking out right here." He pointed at his stomach on the left side, and Nick looked down to see the very same folder sticking out, with a piece of paper sliding out of it with a person's name on it. "He also taught me the power of common sense."

Without a word, Nick pulled out the folder and shoved it into Peter's chest and walked forward, his back no to Peter, who looked over his shoulder at him. "Tell me what you know." Peter "hm'ed" and shrugged again. "Okay. The crime in the city has sky rocketed over the past couple of years, especially Kingpin's circuit," he started with a small frown, "Ol' JJ was put in prison for giving secret endorsement for that guy in the scorpion costume I fought a while back," he referred to his clone with a deeper frown.

"Uh, there's a new team of heroes called the Avengers, for the people who didn't have enough skill to make it on the Ultimates or the roster was full, or if they were just too normal. Oh yeah, that lady on your team doesn't like me for some reason."

Peter sensed Nick smirked and copied him when he said, "Not only that, she despises you, for some pretty legit reasons too," Nick turned around when he heard the teen's voice mimic his and raised an eyebrow. Peter chuckled, "Force of habit."

"Whatever. Do you know who's on the Avengers?" Peter shook his head, but stopped for a split second. "Uh… yeah, only two members though. Some guy named Loot Cate or something and a girl named Mabbie Fransie." Nick rolled his eyes. "Luke Cage and Mattie Franklin, kid."

"Whatever." He shrugged.

"You wouldn't be saying that if you knew who they were. In that folder is everything you'll need to know: about that team, the new requirements for the Ultimates _regardless_ if you still want to join or not, and a few other things. That might interest you." Nick said, walking back to Peter's direction. "And why would I care about any of that? I just got back in town _yesterday_, Fury. All I want to do is rest for once."

"Kid, you gave up the right to even take a _wink_ of rest the second you got those powers and made that costume of yours." Nick started to walk to the stairs where the sun was shining over the steps.

"After all this time, why do you decide to help me now?"

He stopped. "Because you've grown up Parker. But," Peter took notice that the man hadn't even bothered to turn around. It must have been the result of so many secret meetings with contacts where they weren't allowed to make eye contact like in the movies. He paused like he was expecting for an interruption, so Peter gave him one, "Aw Fury you flatter me so!"

Nick's voice became grim. The tone of his voice sent shivers down Peter's back and he could have sworn his spider-sense went off a tiny little bit. "Watch your back. Some shit things are going to hit the fan soon, and I got a feeling you're the propeller." With that, the man began to walk up the stairs, totally blowing off Peter's question, or so it would seem.

"Yeah, I'll keep that in mind," he paused, a thought going through his mind. He looked at the first page in the folder where a picture of a woman around his age was paper clipped against the surface. "Wait! Who's Laura Kinney?"

"You still haven't learned to listen. I already told you Parker. Everything you need to know is in that folder." He furrowed his eyebrows when he sensed Nick's footsteps stop, and his movement ceased, and it was as if he wasn't even there anymore. He hadn't even finished walking up the steps yet. It was like he vanished in thin air. _'Damn, I've got to learn how he does that.'_

With the man gone, Peter stood there for a few seconds, contemplating if he should really waste his time on reading the folder. The chances were that it would be quite helpful in some way or another, but he had plans to do today. He already knew that news of his return had probably spread throughout the super-hero community and the villain community as well, so that would affect his day indefinitely somehow.

He balanced the folder on his fingertip and sighed. Something just wasn't right. Nebo had warned him that everything wouldn't be the same when he got back, and he took heed of it. He also said to find out everything he could about what was going on so he wouldn't be left in the dark, and now that the opportunity presented itself in the form of this folder, part of his old self wasn't sure if he wanted to actually _know_ anything.

Today, he had an agenda. He stopped by the X-Mansion, slept, hung out with 'James', saw Rogue and Kurt again, and Moon Wing's daughter too. That was a check of the list out of so many he didn't even want to get into for now. He obviously encountered Fury, who he had already knew would seek him out from the shadows like he used to, and give him some information that would most likely worry him, but didn't.

Then, he had to call Aunt May and tell her he made it back safely, and then take the stern talking to the woman would be giving him for not calling her earlier and worrying the bee-Jesus out of her, and she would get Nebo's backup on that because when the woman wanted to be, she was scary.

And then… he would have to face someone who's glare and lectures were much worse and terrifying than a million Aunt Mays and Nebo's put together. Actually, there were two of them, but one didn't really count on account of genetic circumstances that made them somewhat the same person. The other, however, had a look that made his spider-sense go off when he screwed up around her, and had a punch that he was sure wasn't human.

His best friend, Gwendolyn Stacy.

Because of his absence and May's leaving for Russia with him, he was worried that Gwen was going to be homeless, since, after her father died, she lived with them. However, May had rid him of his fears for his friend by telling him she moved in with a friend, Liz Allen. Still, that wasn't enough to get rid of all of his concerns, so after five minutes of pleading (May liked to see him so caring about the girl) she said that the house would always be open to the girl since she still paid the bills and property taxes so for someone not to use the house, it would go to waste and she would just end up selling it.

With that thought in mind, he thought about the possibilities of her reaction to his return. Unlike Rogue, he hadn't promised to call her or write her frequently, she would probably have something to say about that, then hit him, then yell at him, and then lecture him about going to Russia without her even though she would full-well know why she couldn't go, then he would have to get into a retort about why this and why that before she conceded and sent him on a guilt trip until he took her web-swinging.

He was kind of anxious for that part, actually.

The things he labeled less important than the others were the "Vigilante Club Meeting" that would take place as soon as the sun went down and the weirdoes came out to play. Black Cat, Moon Knight, and Daredevil would come looking for him for some reason or another; Cat to flirt, Moon Knight to blame him for something and then start a fight, and with Daredevil no amount of clairvoyance of his would ever be able to tell what that guy would want because he was for the lack of the better word, unpredictable. But he _was_ anxious about testing his fighting skills against the two of them.

After so many times of getting hit in the head by Nebo, he developed a liking for fighting, and felt some payback was due to the man without fear and the buffed up, hooded snowman.

On a whole different level was the meeting with the FF. While he would like to see them again, every time he went there things tended to get a bit… hectic. It took him a while to notice this, but most of times talking to them usually incited a situation where something bad would happen, and they would be forced to work together to fix it. A clear example of that was when he went to them after seeing himself behind the Scorpion's mask.

Hearing the sound of paper swishing in the air he automatically snapped his hand out to catch the stray file paper from falling to the ground while staring intently at the folder on his fingertip. He thought about his options after casting a cursory glance at the paper and sighed. He could go about the whole situation in blissful ignorance, and get into more stuff than necessary, _or_, he could ruin whatever sense of piece and calm in his mind that was slowly turning to awareness that something bad was going to happen, and read the stuff that was in the folder and be prepared for the news that he knew he wouldn't like.

He chuckled a little and put the folder down on the table behind him. He really didn't mean that. He doubted if he did he would really be able to follow through with it, it was just one of those things that were not supposed to be tossed aside. Still, so far nothing bad was coming up, so he foolishly figured that it would be alright to get what he had to do done so he could move on to other things…Like that paper on the Kinney girl… For some reason, she seemed familiar… In fact, he was sure 'James' had talked about her a few times in the past.

With a shrug he tossed the entire folder on the table and took off his torso, revealing his toned body. It was less lithe and scrawny that it was before, but still able to twist in turn in ways that would make the best gymnasts green with envy.

He cracked his neck twice and walked over to the other side of the room where there was a door and steps leading to the house. He twisted it and sighed: it was locked. Without any effort he pushed the knob of the door down with his thumb and it fell off.

The second he stepped inside a sense of peace filled him. The smell of cookies and cinnamon as well as chicken and a number of other delicious foods wafted into his nose, he was taken aback by the sheer amount of nostalgia he was experiencing. It was like the whole house had never changed at all; still the same quaint little abode that was his home for most of his life, as long as he could remember, and he wouldn't have it any other way.

He walked away from the doorway after shutting it gently, and turned to the left, which led to the kitchen, and then the den. Nebo had figured he would want to stay for a bit, so he sent some people over to set everything up. Of course it was almost all barren.

The only things he could immediately notice was that the stove and refrigerator we set up, as well as the electricity. The faint tingle of his spider-sense noticed the gas and he could feel the small vibrations on the hairs on his body that sent tingles down his spine.

He sighed and muttered, "I guess that they didn't get here yet…" He walked over to the fridge and popped it open, and to his surprise, there was actually food in it that looked like it had already been cooked. Several plates of chicken salad or pizza and bowls of peach cobbler decorated the first shelf, while juices and beverages adorned the second. On the third, there was a selection of sandwiches that made his mouth water with the way they seemed to be packed by the gills inside the silicone wrap.

_'Thank you Aunt May,'_ Peter thought while grabbing a sandwich and drink that his Aunt had probably made and mixed before he left. He could tell that she had started to make all of these things before he even got on the plane; it was just the woman's style.

Shaking his head in amusement, Peter unraveled the sandwich and bit into it with a moan. He wasn't sure if he could ever survive without May's cooking, and she most likely knew that, which was why she made such a smorgasbord to fit his appetite.

He didn't bother to stay in the kitchen, as there wasn't anything really worth looking at unless he wanted to dry up from fluid loss by staring at the food. Instead, he walked into the den and sighed contentedly. It brought back so many good memories. He spent so many nights just down here studying on the floor while the TV played faintly in the background while he was stuck in his own little world.

And then, Aunt May would have to come down to tell him to get some sleep because there would be school the next day, even though he never wanted to go. He would have been happy to just stay stuck in his books forever.

And then… Uncle Ben would come down as well and tease the woman for not knowing how to be fun and let him have his, and would always come down to read with Peter or just sit down there with him, helping him with whatever problems he might have had, whether it was pronouncing a word, or not knowing what something meant, he was always there.

Peter's smile faded for a moment while he sighed and closed his eyes. He knew Ben wouldn't have him hanging up on his passing, and would want him to move on. The thing was, it was never that easy. If anything he'd learned from May's talks about how the two had met, he was naïve and didn't really bother to look into things sometimes. He didn't know what it was like to have someone just… _leave_ your life forever, knowing that they couldn't look back, and should just keep walking.

Peter's smile turned into a full out grin. It might have not been easy to get over his Uncle's passing, but he did, and it was all in the past. Plus, he shivered to think what kind of lecture he would get from the man if he still moped over him day in and day out. It was just… disturbing.

Pushing those depressing and slightly funny thoughts away, Peter bit into his sandwich and looked at the room. It was barren also, with the usually rugged carpet stripped and bare, its dusty exterior making it look like it had been covered by a thin layer of snow. On the walls there were imprints in places of were picture frames and vases used to be, as well as the little dents that were against the walls from the uncountable amount of times him and Ben used to just plop on the couch and watch TV had made the couch bang into the wall.

There were no chairs, there were no couches or TV's or curtains by the window that showed the sunny environment of the outside world. He was by himself, except for the few corners in the room littered with spider webs and the arachnids laying on them peacefully. He could feel their eyes follow him while he walked over to an alcove by the place where the TV used to be, and flexed his fingers.

Pressing his two middle fingers to his palm, Peter made a makeshift hammock by spraying a thin layer of webbing across the distance, and stuck the two ends to the respective sides of the wall with almost no noise at all.

When he was about to lay down, he put his hand on the webbing and felt vibrations come the wall corner in front of him. A little spider, probably no bigger than half a golf ball, plucked the webbing almost experimentally before climbing on to it and toward him. He chuckled and held his hand out, picked the spider up as it crawled onto it, and set it down on the floor. "Sorry little guy, but this is my web, not visitors allowed."

As if in response, the spider raised its front legs letting put a barely audible sound and crawled away.

Peter rolled his eyes. One thing Peter had over looked was that there was a clock in the room, right above where he was about to lay. His spider-sense went off and he clamped his hands to his ears just as the digital clock on a ledge above him went off loudly, and annoyingly.

Peter shot a strand of webbing to it and swiftly smashed it against the wall, just as a note fell to his face. He pulled it of with a grunt, and quickly scanned over it.

In neat, cursive letters (that were frankly to neat to be hand written, they must have been printed from a computer), it said:

_'Peter, in case you haven't forgotten, which you have because if you didn't you wouldn't be at May's house reading this letter, you have to go to school to day. So get your backpack and pencil's and paper, because you're late!_

_May loves you and she sends her regards._

_Nebo.'_

Peter stood there for a moment and rolled his eyes. He tapped his foot and looked up at the ceiling curiously. With a sigh, he slapped his sides dramatically and exited the room and went to get dressed, not noticing the spiders that started to swarm his web-hammock.

He really didn't want to go to school. He was smart enough to be _out_ of school or at least a junior or senior in college but, like mentioned before, he had plans today, and one of those plans included a certain blonde girl at Queen's High School. The question wasn't even one worth asking; it was time to see an old friend.

Peter smirked as he walked up the stairs. He had a tiny feeling in the back of his head that today was going to be one hell of a welcoming party for the spectacular Spider-Man.

* * *

Today was finally the day. She received the call, and knew that it was time. It had been so long since she had seen him, so many days, so many months. She missed him dearly, but wondered, If I miss him, does that make me a narcissist? She didn't know, and she didn't really care.

Spider-Man was back. She had been one of the first to find out and had been ecstatic. Not because of the return of the web-slinger, but because of the one behind the mask. She knew all of his secrets, his desires, his wants and his needs. She felt his emotions like a twin sibling and felt every though of his up until their separation.

They were not family, she knew that now. They were not the same person as well, and she was aware of that. But those facts just made it all the harder for her, and she...

The girl shook her long brown locks with a small smile on her face as she gazed out of the bus window. Her thoughts were getting jumbled again. The man behind the mask hadn't been the only absent web-slinger for a time. She was only gone for longer than he was, trying to sort out what was his and what was hers in life. What belonged to him, and what memories she could make for herself.

Now that she was back though, it felt like it had been an eternity. Still, it looking out at the city now made it all worthwhile somehow. She couldn't wait to see him again for some odd reason. Glancing at her fingers she tapped them discretely, so as not to alert the other passengers, even if they were scarce, of her actions.

Her fingers had been pointing together with two thin white lines being shot out from the tips. It was sort of gross, but it had become a habit of hers when she thought to much. It was a habit of his, too, and she knew that. She tapped her fingers again and the lines stopped instantly, and in the wake of them was a lumpy, dense looking white ball.

Jessica Drew Parker rolled the spherical object in her hands fondly. The web-slingers were indeed back in town.

* * *

Venom was beginning to get annoyed. All day the news had played the loop of it's one true host's return again and again, and again and again and again! It was enough to make it want to punch a hole through the sewer walls!

It's search for Parker was not going well at the moment. No, for the time it spent away from the teen, it was unaware of the memories it had 'borrowed' from him had begun to fade and/or get overshadowed by those of Brock. It couldn't remember where he lived or where his base operations were at all, and now it was forced to lurk through the sewers because some idiot human had thought it was a tar spill while they were getting ready to blackened the road so it would become fresh again.

The man had attempted to wash it away with a _hose_ of all things! Venom briefly wondered why in god's name would he do that, when he could just put more tar down instead of wasting it before it yanked the man off of his feet and dragged him into the darkness where it covered him and drained him of the fear he had been experiencing from such a thing.

It resisted the urge to pick it's omnipresent teeth that were at the moment goop. Emotions had no specific taste, but that of a construction worker from Brooklyn tasted like... chicken.

After that, the other foolish homo-sapiens had come to see what became of their comrade only to find Venom itself slinking down into the gutter to avoid attention. Hey, it had been hungry and couldn't help itself. But now, with the knowledge of how the five senses worked from both Parker _and_ Brock, it lost it's appetite from the stench of the sewer.

It didn't want to cause any trouble today. If it did, then Parker would come to the rescue for the humans, and get the wrong idea about it's intentions, and try to cast it away, but not kill it. Venom sighed fondly. Parker didn't kill, that's what it enjoyed about him. He incapacitated but didn't kill. True, it had no such qualms about killing and would gladly take anyone who stood in the way of it and it's host out of the picture permanently, but that was beside the point.

It simply could not wait to find him. It knew his emotions tasted wonderful, like a rare delicacy that shouldn't be taken for granted and eaten slowly, while savoring the flavor. The sheer thrill of excitement and _being_ from just being attached to him made it shiver in joy, and it sped up its pace so it could find the nearest gutter and get out of this horrid place.

But a certain thought made it stop; What if Parker didn't want it back? What if, he saw it only as a parasite that was out to kill him and eat his organs and spleen? Venom grimaced at the thought. Not only was that morbid and disgusting, but it was probably the truth, as well. Parker wasn't the trusting type to those who tried and failed to kill him numerous times. And with Venom's past history with the teen...

No! Venom raged. If Parker wouldn't welcome it back with open arms, then it would take him, by force! It would make him see that it only wanted to be with him, and not kill him. It began to slither and creep the rest of the way with renewed vigor. If the spider wouldn't have it, then the venom would just have to be force fed down it's throat!

It, after all, always had the upper hand in the battles between them. The spider was agile and quick, but Venom was, no, _is_, stronger. And with its massive strength, it would claim it's prize, the easy way...

Or the hard way.


	7. Chapter 7

By the end of this chapter, you'll all be either wide eyed, or wondering what in the f- huckleberry fin if going on.

_OTD: I hope_.

Shush you! Anyway, as someone mentioned, Mary-Jane cheated on Peter. Well, read on and you'll find on exactly _what_ happened, and it'll be explained later.

On with the story!

* * *

After he had gotten dressed, Peter began walking around Queens for some time. He wanted to get a feel of what the neighborhood again before he actually went swinging around like an idiot without knowing what parts of the burrow of the city were safe and what parts weren't, so he could get cracking down on them as soon as possible. He met a few close calls that were, even to him, surprising.

The second he walked away not even a full block away from his old home, the faint ring of his spider-sense tingle when he passed a shady, dank looking alley. He made sure to keep walking when he felt numerous sets of eyes on him in his civilian clothes, and knew instantly that none of them were friendly.

Also, as he walked, he took notice that the streets weren't as clean as they used to be, which was saying something, since they were _never_ clean at all. Trash littered the ground more so than before, buildings were spray painted with graffiti, and he almost stepped on a condom of all things if it hadn't been for him looking down at that moment.

It was generally in the shaded areas where the sun shined less that his spider-sense went off the most, and he lost track of how many times he saw peculiar looking people just aimlessly walking around like idiots, when they in fact had either a hidden agenda as drug dealers, gang members, or drug addicts who were looking for a fix and for money.

Now, as he walked to the corner of a street he was on, he stopped when he heard something from next to him. Turning his head, a small smirk graced his features at the sight of the news report that must have been playing all day, and possibly the remainder of the night before, inside the electronics store aptly named "Queen's tech". TV's inside played simultaneously and were all playing the exact same thing.

Him.

He listened in for a moment. _"I-I just don't know what would've happened to us if he hadn't been there. I don't want to even think about it at all, but know I know I can sleep safer at night because he's back."_ The older of the two girls he saved spoke while sobbing, struggling to get a handkerchief from her brown flak jacket that tugged on her form. She and the reporter were standing in front of an ambulance, right outside of the hospital. She did look too hurt, just a bandage on her arm and a small one on her forehead. The reporter stuck out their microphone and held it to her face. _"Miss, what would you say if he was listening in at this moment?"_

The young women averted her eyes from the screen, looking downcast toward her bottom left with a small tinge of pink on her cheeks. _"I... Thank you."_

Peter repressed the sudden urge to laugh a little. It was nice to see some people weren't as stupid as he thought. The screen changed to a scene at the alley where he'd stopped the thugs, and it was split from the previous scene as well. The first reporter, with a smile on his face, proudly spoke into the microphone,

_"There you have it folks. We have an eyewitness saying herself, that she saw the man we have believed to be dead, or just gone for a nearly three years now. I can personally say with no doubt in my mind that he is back, and he'll help make this city great again. Patty, over to you."_

At that he stopped paying attention when he felt someone come up beside him, looking at the window as well. "It's exciting, isn't it?" He looked lazily at the new person standing beside him, a man, a few years older than himself and about his height. "What is?"

The man grinned and tapped the window. "That. I won't even ask where that guy has been, it would be too much trouble. He was probably off saving other people who needed it somewhere in another city or something."

Peter quirked and eyebrow but remained facing the window. Was this man actually... praising Spider-Man? "How do you know that? He could have just given up and only came back because he felt like it."

The man shook his head, his grin not withering one bit. "No. I know that he didn't. People like him just don't '_give up'. _He probably had a really good reason. God knows the city needs him more than ever right now."

Peter's other eyebrow raised too. This man was definitely praising him! "The city has the Ultimates and that new Avengers team to take care of it. What can one man alone do?"

For a second the man's eyebrows furrowed and turned to look at Peter with a frown. Almost immediately, it let up. "Your right. The _city_ has them, but the _people_, they don't. That's two different things to know about." His smile was contagious. Peter grinned a little too.

"What makes you so sure?"

"Because people are afraid to say his name. You wanna know something? He's our hero. Not Manhattan's, not Brooklyn's. He's the hero of Queen's. I guess people are just afraid to say his name because he might go again. Don't know why, don't much care for the fact either. It's just uncomfortable for him to be mentioned now-a-days. Things like that are to be taken in stride, ya know? What can ya do? …Well, see ya later stranger." Peter watched the man walk away, bemused. The apparent fact that everyone was afraid to say his name made him annoyed.

After all, people _did_ say his name before, just this morning, in fact. _'One or two people, tops.'_ Part of him jibed, injuring his ego more than anything. It was shallow, he knew, but what exactly did a guy have to do to be recognized in this city? Run around the world in five seconds?

Peter shook his head, sighing. That wasn't the right way to go about things. Perhaps it was a blessing of sorts that his name would not be spread about as fast as it would have, then he could go on as long as possible without any trouble showing up. He doubted that that was likely, since his luck wasn't very giving in those terms.

As he walked away from the TV window, whose store was named Queen's Tech, he shoved his hands into pockets to stop him from flexing his fingers. It was a weird habit he picked up. It just felt so. unnatural, to him, to be walking. Web-swinging was like a way of life for him, hell, crawl on walls or leaping from place to place was enough. But walking was simply too slow, and took forever to get anywhere.

Crossing the empty street, he looked down it with a small frown. The building that he hated the most still stood tall, it's brick exterior being one of the few clashes to the dismal setting of the neighborhood. _'Damn,'_ he thought,_'So I'm there hero know huh?' _With a grin he walked inside.

* * *

James 'Logan' Howlett, aptly named by a crickety old lady with control problems and the meanest look this side of the sea board had his eyes twitching in annoyance. A low growl escaped his mouth as he recalled how exactly his day went after he woke up at five o'clock in the morning to eat and train.

For starters, he saw his adopted 'brother' the day before, and if anyone would ask if he missed the twerp one more time, he would gut them silly. Then, this morning, he had an amusing moment watching the aforementioned twerp try to explain to _his_ increasingly angered student why he hadn't talked to her in almost three years without getting punched through a wall, and reconcile peacefully while said student had begun teasing one of her friends for these facts.

And now, he couldn't help but roll his eyes at the sight of Rogue and Kitty chatting it up like giddy school girls about Peter this and Spider-Man that, and how his costume left little to the imagination.

He felt imaginary bile rise to his throat at thought.

'_Chuck, remind me to knock a new one into Pete when he gets back for this.'_ Logan thought sourly, taking a bite, savage bite into an unsuspecting sandwich, and groaned when a voice echoed through his mind in the form of a laugh.

At first, everything seemed fine. He got his three students (Rogue, Kitty, and Kurt) to go to the danger room without protest, mainly because Rogue was too happy and Kitty was too shell shocked, and Kurt was afraid of evoking the wrath of Wolverine on himself. After that, Kitty started to get distracted and got hit so many times from being side tracked and forgetting to use her powers he had to turn the level to easy so she wouldn't get a concussion.

Rogue was the exact opposite; she was laughing like a maniac on a sugar rush and punching through drones and metal like sheet paper. It was the first time in a long time he had seen her like this, as she was usually scowling up a storm like Kitty, and refused to participate unless Logan got impatient.

And now, the two girls sat at the kitchen table with the biggest smiles he had ever seen them with, even though on of them (Kitty) was slightly bruised and her clothes were ripped. He rolled his eyes. They were talking so fast it was a grate on his ears like nothing he ever had experienced before, and he was hard pressed not to 'coax' them into shutting the hell up. And the subject of the hour: Peter Parker for Rogue, Spider-Man for Kitty.

Correction, he was hard pressed not to storm out of the mansion and putting the twerp in his place and having to deal with the two girls himself, like Logan was forced to do.

"Mr. Logan? Hello? You didn't answer my question!" Logan put a hand under his chin and slumped down, his eyes rolling shamelessly. Kitty looked at him expectantly, as did Rogue, who looked like she wanted to ask something, but wasn't sure how to go about it. In all honesty, at least to him, it suited her more than her normal scowl and grumpy disposition.

"What do you want Runt?" He growled out, one of his claws popping out partial and made her jump. He grinned a little; it was still fun to scare the twerps when possible, even if they were friends. Every time he tried to scare Peter, the teen would expect it and try to pluck his nose just like his aunt did.

Absently rubbing his nose, Logan answered, "NO Runt. NO. He isn't involved as far as I know." The daughter of Moon Knight blush a little and scowled defiantly, crossing her arms. "W-What do you mean? I didn't ask that! I don't need to know about his- his-"

"Sex life?" Kurt asked innocently from beside the microwave, holding a sandwich in one hand and a drink with his tail. "Good one misfit." Logan smirked and pounded the blue boys fist.

"W-Whatever!" Kitty pouted and looked to the side, her bottom sticking out every so childishly. "You didn't deny it~" Kurt sang mockingly, earning a glare from the phaser.

"Yeah, sure." Logan groaned and dropped his hand from his chin and made his way to get up, but Rogue called out to him. "Are you sure?" With his back turned, Logan grinned mischievously. Rogue wasn't just curious, she was serious, and he could hear it in her voice. No one but the twerp had ever made her sound so nervous.

He turned back with his grin gone and one eyebrow raised. "Yup. But that Gwen girl that he was talking about earlier, he seems pretty fond of her. Talked about her all the time in fact." Kurt widened his eyes as well as Kitty when the saw Rogue grit her teeth and tighten her grip on the kitchen table, effectively cracking in to the point of it wobbling. "Huh. Whatever." She said in the exact same voice as Kitty did, except her eyes were on the table.

Kitty decided to point out a fact that made her curious. "Ha! I knew it! You like him don't you? You're always talking about him like Peter this and Puny Parker that, you're obsessed! And I thought you had a crush on Scott?"

Rogue jumped up from the table and got into the other girl's face. "This coming from someone who has Spider-Man posters on _her_ side of the room! Newspaper clippings, posters, everything! You're like a stalker!"

The smell of brimstone made Logan cringe as he looked to his side, where Kurt now was. "Logan, don't they know they're talking about the same dude?"

Kitty didn't back down. "Well _you_ have a bunch of pictures of you and Peter _together_ on you're side! Platonic? Pease!"

Logan struggled to keep in his laughter. "Just let 'em tire themselves out misfit. Chuck's on the way." True to Logan's words, Charles came strolling in with a warm smile on his face and cleared his throat. "Rogue, Kitty."

Rogue scoffed. "Well _you_ the one that went on the internet just to get pictures of him to print on your towels and bed sheets! And what about all of those innocent little drawings in your notebooks, huh Kitty?" Kitty gasped at the victory smirk that Rogue wore. "Don't you dare!"

"I think Peter would love to know about how much you would like to be Mrs. Spider-Man, _and_ being able to, what was it? Oh yeah! Hep him take his clothes off so you could do his 'laundry'! Everyone can hear you at night Kitty! It isn't a secret anymore!"

That was the last straw on the camels back. Before Kitty could lunge at her friend in anger Logan fell out of the chair, his boisterous laughter vibrating like a cell phone. He gasped for air that would never come, and yet he still laughed until his face turned red. When he finally stopped and wiped a non existent tear from his eye, Charles cleared his throat with a small chuckle. He looked at Rogue and shook his head. "Now Rogue, just because Kitty talks in her sleep does not give you warrant to chastise her for it."

Rogue frowned. "Sorry Professor." She mumbled. He looked to Kitty with the same look and got the same answer. "Yeah like, sorry Professor."

The bald man nodded and looked to Logan, who was struggling to get up and accidentally grabbed Kurt's tail, making him scream. He sighed and shook his head at his friend's behavior. He was over a hundred years old but still found the time to act like a teenager. "I assume your lessons are done for today?" Kitty, Rogue, and Kurt nodded, though Kurt rubbed his tail in pain.

"And I assume Mr. Logan has no other lessons for today?"Getting the message, Logan rose from the ground, a grin on his face. He pondered for a moment. "Actually, Misfit here still has some stuff oto do but the two fan-girls over here are free."

"Hey!" They all yelled but Logan stomped Kurt's foot discretely.

"Very well. Rogue, Kitty, you two are free to do what you will. Stay out of trouble will you?" He asked with a knowing smile at the two, only to get a scoff from Rogue and Kitty sheepishly rubbing her arm. "Fine." Rogue all but stomped out of the kitchen. "I think I should call dad today. Yeah, dad." Kitty's voice didn't fool anyone. They all knew she was going to get on that computer for more pictures of Peter- er, Spider-Man.

As she walked out, Charles sighed. The amount of thoughts coming from the two of them were a bit much even for him. For Rogue, she wasn't the same since Peter had left, and had become more angry. Now, she was happy on the inside, but he sensed a tad (tad being understatement) bit of jealousy for Peter's friend Gwen.

Kitty- Kitty was already thinking of knew drawings to get down.

"Boy Pete is gonna be in for a rude awakening when he gets back." Charles halfheartedly glared at Logan, who laughed. He couldn't really disagree.

"At least I don't like Scott!"

"Well at least I ain't obsessing over some boy!" Charles rubbed his temples. He couldn't tell if Peter's return was a blessing or a curse in the best possible way. Either way, it was still annoying.

* * *

_Riiiiinnnngggggg!_

In movies, Peter noticed that when a person stood solemnly in front of something like a stick in the mud, it was mildly entertaining. Whether it be a climactic battle between hero and villain, or the ever famous Moses parting the sea, it gave a serious ambiance to the scene.

Now, he wasn't much for drama. Flashiness, yes. But when it came to fighting, he preferred to get it on with as soon as possible, to be quick. That was exactly how he felt while standing out in front of his high school; get it over with quick, and if possible, not stay in there for more than an hour.

A shiver ran down his back when he looked to the sign that was now in front of him and he sighed. "Queen's High," was all he could read out loud on it because others were several badly spelled curse words and letters arranged into signs he couldn't begin to understand the meaning of, much less read. It was cracked and broken, and the lights put in to make it come one at night were completely shattered or not there.

For some reason he kept hoping by some off chance that Gwen would come out and skip class like she used to. The teachers wouldn't care, most of them anyway, as they simply hadn't and most likely still didn't give a damn.

And lastly, he didn't want to be a teacher. He really, really didn't. He could teach most of those classes, and with his powers could be a great gym teacher, but the aura of depression and disinterest the teachers in there gave off made his spider-sense tingle a little and made him want to rip the place down brick by support beam.

His conviction really wasn't helped by his spider-sense going off at that very moment when he touched the door.

Still, it would bring back some fond memories. The wedgies (the glorious wedgies!), the almost swirlies, the kick-me signs, the snickering behind his back after he'd just been embarrassed by Flash or some other jerk, and the super-atomic- wedgies. Ah the glorious super-atomic wedgies, good times, good times.

And there was one person he _knew_ would share the majority of his sentiments about this place. He shook his head and mumbled, "Here goes," while walking to the doorway and opening it before disappearing behind it. He really hoped that the depressing tingle of his spider-sense from just touching the door wouldn't ruin his ever so good mood.

* * *

"Magnus, is it true?"

The master of Magnetism looked from the television in front of him at his loyal subordinate, Mystique with a small smile and curt nod.

"Yes, Mystique, it is." The blue woman nodded and her yellow eyes gleamed anxiously as she stood behind him, also staring at the television where police were trying and ailing to take a criminal out of a giant sized web. One of them fell in it when they tried to forcibly rip it off of the crook.

"When do we put the plan into motion?" She tucked a strand of red hair behind her ear and looked at him.

"As soon as the time presents itself, my friend. We have two ingredients for our plan, but its only two-thirds of what we require." The woman nodded and grinned again, looking at the TV with predator like yes. They glazed over the surface when a reporter came from somewhere on the side of the screen and began talking.

"And I am also apart of these... ingredients, yes?"

Magneto's smile widened further, and he nodded. "Perhaps, my dear." The woman's devious smile shrunk a little as she looked at the TV screen with an almost... lustful look. Magneto noticed this and raised an eyebrow. "You seem disappointed Mystique. I honestly had no idea you prefer young boys." She glared at him, and he chuckled. Mystique crossed her arms and looked away with an almost pout. "I am _not_. I just find it... _interesting_ at how compatible the two of us are."

"Yes," he gave her a withering glance, "Of course."

* * *

"Reed! Sue! Ben! Did you see?"

"Quiet down match stick! I was just having such a wonderful dream about me and a few dozen supermodels in thongs."

"Ben!"

"Don't like don't listen Susie." The blond woman hit the rocky humanoid form of a man with a playful scowl on her face and rolled her eyes when another appeared from nowhere stretched at an impossible length from somewhere else.

"Yes Johnny. I think we all saw it." Reed Richards, otherwise known as Mr. Fantastic spoke, smiling a little at the younger blond teen, who was grinning up a storm and looked like he was about to explode. "Saw what? What are you talking about Reed?"

"He's talking about the news of the web-head bein' back in town." In the larger than life luxurious living room of the Baxter Building, Ben stumbled over to the couch and yawned before sitting down. He propped his head back on the back of the couch and closed his eyes, a little drool coming out of his mouth.

"What? He's back? Since when?" Sue asked, surprised. Ben Opened one eye and mumbled something about "Dang loud blonds" and scratched his rocky head. "Don't know. Pers-only," he started in a sleepy voice while wiping some crust from his eye, "I'll believe it when I see it. Any two bit idiot can-"

"Spin a highly adhesive polymer chemical with the strength of steel that scientists haven't even begun to think of?" They all looked at Reed, who was holding a folder in his hands, and he was reading it intently. "What? He gave me notes."

Ben paused. "Yeah, that. Smart ass... Anyways, I'll believe the web-head is back when he forgets about the security in the window and sets em off and crashes through asking for help just like the old days."

Sue rolled her eyes when she saw the rocky man-thing chuckle. "I mean when did he get _back_? And where was he?" Ben shrugged incredulously. "How the hell should I know? I woke up this morning and turned on the early show and found them playing all these 'supposed'," he made quote marks with his fingers for effect, "Sightings of Spidey for the past few months, but the only real thing I believed was someone seeing him head over to Bellview last night. Then I fell asleep again when someone woke me up."

"Honestly Ben, it's nearly twelve o'clock!"

"Xavier's!" They heard Johnny yelled and shout, "Flame on!" Sue turned to Reed and screamed, "Reed open the w-" There was a loud crash and shattering of glass with the sound of something akin to a flamethrower speeding off into the sky.

Sue dropped her head and her blond locks fell over her face. "Window." She turned to glare at Reed and then Ben. "You had to say it out loud, didn't you?"

"Hey, it ain't my fault Johnny's obsessed over Spidey!" Reed raised an eyebrow at him. "Not like that!" The brown haired man laughed and looked towards Sue. "I suppose we should go looking for Peter as well, right?"

Sue nodded and pointed her thumb over her shoulder at Ben. "Right. And _during_ that time, _Benjamin_ can fix the window." Ben watched as Reed went back to whatever room the remaining parts of his body were in, and Sue turn invisible and her ghostly footsteps sounded off into the distance. He groaned and propped his head back on the couch and covered his eyes.

"Damn it. A guy can't even get a good nap around here without doing some sorta work."

* * *

Peter had a small frown on his face as he walked through the halls of his old high school. Not much had changed other than the numerous amount of graffiti on the lockers and trash being littered through the halls. His spider-sense picked up several drugs in some of them, and guns or weapons of some kind in others. The halls were empty, and from the way kids were sleeping in the classrooms, it was class time.

His good mood was officially ruined.

He knew that the crime rate had rose a little during the time he had been gone (He didn't want to give himself too much credit), but this was _ridiculous!_ He had no idea that it could actually reach to teenagers and kids so much so that it would be like this.

_'Oh wait,'_ he mentally slapped himself, _'It's always been like this!'_ Teens were the most susceptible to violence and were even more impressionable than kids. The only problem was that while before he left there were the occasional drug/gun bust by cops searching through lockers, there were much more now!

He pulled out a piece of paper from his pocket and looked it over. A small scowl appeared on his face. _'Science. Why am I always late for science?'_

Even though he should have been a junior in college or out of college already with his smarts and all the studying Nebo made him do, the man suggested it would have been less conspicuous if he actually attended his old school at least once a week so he wouldn't raise suspicion. Peter had no idea how he could raise suspicion since kids skipped school all the time but agreed none the less.

_'Room 109. Ah here we go. Huh, they still keep the tradition of putting a condom in the fountain drain and not pulling it out.'_ He felt a sense of nostalgia walking through the halls silently and looking at old landmarks or hiding spots he used to use to get away from Flash and his cronies before he got his powers. The science lab, the math room, the art room, the study hall room, the trigonometry room... pretty much every room besides the gym, English, the original science room, and music.

Translation: Places where the blond didn't have to use his brain to get ahead.

He stopped when he saw a particularly clean door that looked freshly painted over with a pad that said _'Room 10-Fu...'_ he rolled his eyes and didn't bother to finish reading it when he saw the nine hiding under the 'F'.

Peter tapped on the window and kicked his feet on the ground absently while waiting for the teacher to come to answer the door. He looked at a clock behind him which read 11:54 and sighed. _'No matter how late I am God still finds a way to make me have some class time left. Thanks for that big man.'_

"Who are you? What do you want?" He looked to the door way in an uninterested way at the teacher. He was a man who looked like he was supposed o be young, probably in his early thirties with bright pink skin and looked like he had been yelling a lot. His hair was disheveled and balding and part of it was peeling off the top of his head. Peter inwardly cringed. _'Exactly why I don't want to be a teacher.'_

He reached into pocket while yawning and handed the man another piece of paper. "I'm a late student. May I come in?" The man didn't even bother reading it to know what his name was and turned around to throw it in the trash so Peter wouldn't bother telling him.

And Nebo spent so much time working on that!

The distraught looking teacher grunted walked back into the class. "Don't start anything, be quiet, sit down, shut up, be quiet, turn to page 249 and read to 300 and be quiet." Peter rolled his eyes. The poor guy probably was a substitute and he got the ol' Queen's High Welcome.

Peter didn't pay any mind to the students who were a mix of seniors and juniors looking at him when he asked, "Where do I sit?" The teacher sat down behind his desk and opened up his laptop and started searching something. _'Porn.'_ He rolled his eyes again when he saw the teacher's afce turn an interesting shade of pink, but grinned a little as he could tell what the man was going to say next._ 'By Miss... Gwendolyn Stacy!'_

"Gwen raise your hand." Peter watched as a blond girl raise her arm with a long sleeve black and grey shirt covering it with a chain wrapped around it and strips of grey overlapped on them. "There's your answer. Now sit down and be quiet." The man had a problem with silence, Peter supposed.

Some people whispered as he passed by them and walked through the rows of desks. Others, he sensed, where pointing at the spider on his hoody and some shady ones were staring at his shoes... or pants.

As he expected, Gwen was in the back of the class and there was no one by her. Only one desk was there and it was right next to hers. Peter shook his head and sat down next to her, taking notice about the only thing about her was that her attitude was worse, and her hair was longer.

_'Whoa, hello dolly.'_

He opened his mouth to say something but stopped and grinned when she interrupted him. "Don't talk to me, don't look at me, no I don't want to grab a bite to eat with you or go out with you sometime, and I definitely don't want to be your friend." He quirked his eyebrow. Was he so unrecognizable that even _she_ couldn't recognize him?

"You know it's very rude to talk to someone without introducing yourself." He spoke confidently, knowing that he could get a rise out of her like he always did. She gave him a petulant look. "Gwen Stacy."

He nodded and used the piece of paper he had his schedule on and wrote down something and put it next to her. With her chin propped up on her hand she looked down at it and almost immediately dropped her perch.

_"The names Parker. Peter Parker."_

The bell rang and Gwen looked at the desk next to her in shock only to find the boy already by the door walking out, but not after giving her a good wink. Her face went from several different expressions, the most notable being shocked, happy, and finally, angry. She crushed the note in her hand and grit her teeth, collected her things, and stormed through the crowd of students after Peter, with her fists clenched. When she got out, he was no where to be seen.

She huffed and looked at the crumpled paper again, and her eyebrows raised. _"Meet me at outside for lunch. Love, Your friendly neighborhood Spider-Man."_ Her eyes lingered on the last part and like her teacher, she became a little red, but crumpled the note up a second later. She knew the schedule; the only time to get out of the building was for lunch and that was in five short minutes.

Gwen suddenly jerked when she felt someone tap her shoulder and whirled around to find to of her opposites, a brunette and a redhead, staring at her in concern. "Gwen, you alright?" The redhead asked, looking at her with a raised eyebrow. Gwen waved her hand dismissively, but she could have sworn they heard her teeth grind harshly. "Yeah. Fine. Peachy. Just Great. Why do you ask MJ?"

The brunette smirked and pointed at her hand where Peter's note was still crumpled up. "Maybe because your knuckles are turning as white as clouds?" Mary-Jane Watson looked at the note and frowned. "That would be from?" Liz Allen swooned a little and clasped her hands together in an over dramatic fashion and sighed dreamily, "Can't you see MJ? Someone has finally confessed their love to our little Gwenny! I'm so," she sniffled, "proud!"

"Shut up Liz." Liz rolled her eyes as they started to walk too the cafeteria and tapped her chin with her finger. "Hey did you guys hear? Some people are saying that Spider-Man is back in town." Mary-Jane almost tripped over her feet and practically yelled, "WHAT?"

Liz laughed and nodded vigorously, "Yeah, it's been on the news all morning! Didn't you and Gwen see i- uh, Gwen? Gwen where'd you go?" She looked around for the strangely grumpy blonde, who was nowhere to be found.

"How the hell does she do that?" Liz asked, still looking around for their friend. Mary-Jane felt her chest clench and looked down at the ground. _'Peter...'_ Something caught her eye; it was the crushed note that Gwen had apparently dropped. She picked it up and unfurled it, and immediately dropped it with a gasp.

Liz turned around at the sound, but no one was there. She heard feet clattering a good distance away and saw the brief sight of red hair rounding a corner, which was a good twenty feet away. "What the hell?"

* * *

Peter, who was now outside the building ( a fact he was very proud of ), turned around at the sound of the very door he came through slam shut. He smiled widely at the blond walking toward him, completely aware of the slightly tingling of his spider-sense.

"Hey Gwen! How's life?" In response, the blond completely struck out at him, trying to sock him him one straight in the face. Peter stepped to the side and she stumbled forward, but again tried to attack him, this time with a kick to the leg. He caught it before it had a chance to meet his midsection, something he was surprised about from her apparent limberness, but leg go of the leg and let Gwen fall on her ass.

She landed in a huff, her eyes shut tightly while she rubbed her behind. He knelt down in front of her with a small grin and asked, "Are you done yet?" She lashed out at him once more, with a yell of, "Not even close!" Peter grabbed the fist that was aimed from his jaw with the utmost ease, and the other one for his chest. "I can't frigging believe you Peter. You are the worst liar ever. To lie-" He raised an eyebrow, her voice was as Logan's claws.

He interrupted her, already knowing what she was going to say, but not knowing where it was going to _lead_. "Gwen, what are you talking about? I already told you why had to leave."

When her eyes looked at him filled with a cold fire, he winced a little. "But you didn't tell me _why _you broke up with MJ you asshole! You told me she cheated on you! I was so mad at her, I fucking ignored her for nearly a month after you left! And then, I hear from Kong that-that exchange student was _gay!_ Do you have any idea how much you hurt her, how much she cried? You bastard!"

Peter was caught completely off guard and let go of her fist just a little bit, which gave her enough chance to knock him right across the face. She would have too, if Peter's spider-sense hadn't acted on instinct and forced him to bend back enough to have his hair touch the ground.

He gracefully sprung on his hands and flipped backward, ending up a good two yards away from his friend. Gwen's eyes wavered behind him and her frown deepened before she said, "You're a fucking asshole, you know that? God!" He watched as Gwen stormed off away from him, and off of the school grounds looking angrier than he had ever seen her. Peter stared after her, his voice hitching in his throat before he could say anything.

The sound of sobbing made him turn around. He already knew who it was, but that didn't prepare him to see her sad, tear filled smile. "MJ..." She must have seen everything too...

The luscious redhead wiped her eyes and shuffled her feet and gave a withering smile. "H-Hey Tiger. I m-missed you."

Peter inwardly smacked himself, cursing the luck he thought left him. _'Crap.'_ He had some explaining to do. But know, he really wished he looked into that Laura Kinney's file. Something told him that it would be much more pleasant than having to deal with two of his best friends, one of them hating him at the moment, and the other looking like she was ready to cry her eyes out.


	8. Chapter 8

this, my dear everybody is what I would like to call a filler chapter. Because I can't seem to get the next one out and these characters deserve more time in the limelight, we have _this_.

_OTD: Which would be a lazy attempt at a chapter._

Ouch, when did you get so mean?

_OTD: I didn't get much sleep, because I was editing this for mistakes!_

Temper temper. Anyways... Towards the end of the chapter, er, filler, there's an incident that will probably be confusing. For the character their, look up their species on marvel wikia. That should explain it. Also, I can't believe I didn't see it before! Venom _is_ a total yandere for Spider-Man! It's like, obsessed! And makes great story fodder to, hint hint.

On with the story!

_OTD: Filler._

Whatever!

* * *

The bus came to a slow stop outside one of the richer looking parts of the city and Jesscia rose from her seat and walked towards the exit, only to be stopped by the bus driver, who whistled at the building to their side. Located at 890 Fifth Avenue in Manhattan, New-York, the Avengers Mansion is the home base of the super-team the New Avengers. It was just built last year in honor of the younger roster of the Ultimates, something that annoyed Jessica to no end because... well, just because.

A small smile came to her face. That was Peter talking.

"It's somethin, ain't lady?" The driver whistled lowly and peered out the vertically long window at the large building, which was made of a basis of elegant and expensive stone and looked to be sonme sort of hotel, rather than a base of operations. She nodded fondly and secretly thumbed the inside of her pockets for something. "Yeah, it sure is." Thedoor opened after the driver had waved her goodbye and drove off, all of the other passengers she could tell were staring after her, wondering what she could possibly have planned for herself in going into one of the city's prized assets.

There were numerous plants outside, all looking very expensive, probably as much as a used car she mused. The door she was walking towards was completely clean and transparent, as if there wasn't any glass that made it up at all. Over it hovered something that she had only seen from bistros and such to protect customers from rain or the glare of the sun while eating outside if the so wished, except it was much smaller and only covered the doorway. She scoffed. What rich New Yorkers would pay for.

To her surprise and slight annoyance, she was the only one outside. No guards or anything, no secret agents trailingher in case she might be an imposter or brainwashed, not even a crazy stalker or something like that. Honestly, she was offended.

As if on cue, the doors opened up courteously (and by themselves) and she walked in, relishing in the immediate effects of air conditioning and winter green air freshener. The inside _was_ like a hotel. The walls were so clean the shone and reflected light anywhere it could have possibly have been, and the floors made her sneakers squeak annoyingly. A large, _very large_, she noted with awe, chandelier hung over head practically attached to the ceiling, just in case it might fall someday. _Well_, she thought with a hint of sarcasm, _It seems like somebody has finally learned from the mistakes in movies_.

The young woman hoisted up her bag on her shoulders and took the ball of webbing she had made earlier out of her pocket and threw it up in the air while she walked towards the large flight of stairs. When she got there, she caught it and put it back into her pocket and began to take off her shoes. The flight had to be more than a hundred steps, all covered in red velvet, and all an incredibly tedious thing to overcome even with someone with as much stamina and strength as she had. It was common sense really; when you could walk up an almost flat surface faster than stairs, why would you use the stairs?

When she put her shoes in the bag and zipped it up, she began her trek up the wall, hands first, then feet, then hands, and so on until she reached the top. Her destination wasn't that far. In fact, it wasn't even more than five flights from the ground floor where she hand been. But when it came to flights that were made up of fifty stairs or more, she preferred the easy way.

As she climbed, she noticed rooms on several places where the wall broke, sealed off by rails. It was, again, like a hotel. After crawling for about five seconds at her slowest speed, Jessica jumped from the wall and shot a webline to the ceiling and swung to the other side, landing deftly on a railing she tucked her hair behind her ears and looked at the door that was directly in front of her and sighed. The building hadn't changed much in her time that she was gone, but it was refreshing to see. She hoped that the other people she were expecting to see again had the same qualities.

As she walked toward it, she could hear yelling and shouting inside as well as laughter. The blaring sound of a TV was on and a plate crashed. She rolled her eyes. _Luke you idiot_, she thought with a grin. She lightly rapped on the door for a moment and all of the sound inside ceased. She could hear muttering and loud whispers, as well as more things breaking. After a moment, she knocked again, her grin fading to a smile. The door swung open to reveal large bald black guy who was at least half a foot taller than her with a wide grin and a shining head. His beard was so trim she thought he looked like Nick Fury for just a moment.

"Jessica get in here!" The girl almost had no time at all to put her hand on the wall and make a connection, stopping them both in their tracks like insects on fly paper. "Whoa slow down Luke! What is so important that you would try to throw me inside?"

"That's why," he backed up and walked to the side to let her see in. People were crowded around the TV, three of them, all with their eyes practically groping the screen. "Yo Mattie! Crank that thing up girl!" The girl in the middle, who looked like she had been attempting to collect drool from her mouth from the way she wiped it with her tank top grinned and complied. "Sure thing big man!"

_'It has been confirmed everyone! _Spider-Man_, our webheaded hero, has been seen coasting through the rooftops in Queens. Authorities and news crews are heading there at this very moment and- oh excuse me everyone, it seems I get the privilege of being there as well!'_

Jessica watched as the three people around her age, maybe a little older, turned around and looked at her. Two of them she recognized. The guy in red and white with a giant flame and a Yankees cap on his head was Rick Jones, otherwise known as Nova. Fully equipped with a peach fuzz and a fiery attitude she dared to think that Johnny would have some competition.

The other one was a girl who looked to about twenty or twenty-one, in _the_ skimpiest suit she had ever seen, and she would be lying if she said she never saw her before. Well technically _she_ didn't, but Peter did, and quite often in fact. The strange slit eyes behind orange goggles and the flirtatious smile she was sending the TV at the corner of her eye was her trademark. To them, she was known as the Black Cat. Her main exploits: making out with Spidey. But to Jessica, she was Felicia, the girl who made out with Peter.

Jessica tightened her fists a bit.

And the last one… a girl with short brown hair and the biggest, most innocent eyes Jessica had ever seen, dressed in nothing but extremely tight jeans and a tank top with a picture of Peter's mask on it, had the widest grin she had ever seen.

Oh and did she mention the web designs on her pants and shoes?

Jessica tightened her fists again.

"Yo Luke, this is her?" The girl asked rather loudly, pointing at Jessica with a curious gaze. Luke began to talk, but Jessica stopped him by walking forward and toward to the TV, turning it on without so much as a sound. Her eyes remained glued to the screen as several people talked on screen about supposed sightings of Peter in the past few months. She grit her teeth when she saw a director on saying he wanted to make a _new_ Spider-Man movie, grittier, more contemporary, with _Disney_ of all companies in on the project. They just needed some footage though…

"Hello? Anybody in there?" Jessica turned around to see the girl Luke had called Mattie tap her on the shoulder. She stared at her for a bit before asking with a small, cynical smile, "Luke, who the hell is this?" The giant of a man chuckled and shook his head, his arms crossed. "Tha-" unfortunately he was interrupted. Again.

"Hey. The name's Mattie. Mattie Franklin. I'm your-"

"Replacement," Jessica cut her off in a rather sour tone, making the poor girl flinch. "Yeah I already heard. You got your powers from some crackpot ritual for some Spider-God Anasi or something, and after being contacted by big and dumbiful over there," she nodded towards the giant of a man who was digging in the fridge by now, "Decided to join the team. Nice to meet you, too." The girl flinched again a and chuckled nervously and decided to change the subject a bit, since the look Jessica was sending her was making her a little intimidated.

Actually, if she had a spider-sense, it would have been ringing by now.

"Geez Luke. Way to leave some stuff for _me_ to tell her! Way to go," Luke popped his head out of the fridge with a sandwich in hand and laughed. "Well, I _didn't_ tell her that you're obsessed with Spider-Man and even have him on your underwear. You two could talk about that. Right?" He raised an eyebrow when he heard the sounds of knuckles cracking. "_Riiiight."_

"Oh really? That's… kinda creepy," Jessica commented offhandedly. Apparently they were going to have a Kitty Pryde on their team as well. Logan, although he refused to tell her about Peter during the times he saw him, told her about Kitty's infatuation with him._ Again, kinda creepy, _she thought with a shiver. "Well let's see. We have the big black guy for muscle and smart remarks," Luke laughed sarcastically, "We have the hot headed pretty boy over here, whose staring at your ass," Rick blushed with a scowl and Felicia hit him in the arm, "And we have the team's eye candy."

Felicia purred, "I could be _your candy,_ too Jessica." She shook her head with a groan. "No thanks. You horny feline…" She muttered the last part but was pretty sure she had heard it if the Cheshire grin on her face said anything.

"And we have the uh…" Jessica left that part for Mattie to answer. "Oh uhm… Spider-Girl!" She rolled her eyes. _No points for originality there I suppose._ "The perky cheerleader, check." She turned around to the door and began to walk out until Luke called after her. "Jess, were you goin? I thought we were going to have a party!" She rolled her eyes again. The man was a member of the most famous super-hero team on the _planet_ and yet he acted like a teenager. Go figure. "I think I'll pass. I have to go see someone."

"I-I'll come with!" Jessica paused. She _was_ going to see Peter, but if he was still in costume then… nah! He wouldn't be that careless, would he? But then again, with the Parker luck in effect like it always was… it wouldn't turn out well. "Maybe some other time, Babbie, was it? I'll see you guys later." She shot her fingers out at Mattie in the form of guns and four small balls of webbing fired out, just barely missing Mattie's ears and walked out the door.

"That was better than I expected." Mattie laughed nervously, staring at the four impact markings of the webs.

Outside, Jessica had jumped down the five flights with ease, though she had to slow her fall by skidding down a wall once, until she hit the ground. She supposed she was a little harsh on the newbie, since she had not been on the team in a few months and Luke had told her about the new recruit, but she couldn't help but feel a little… territorial.

Spider-Girl? That was all she could come up with? Well, sure it was less conspicuous that Spider-Woman and less relatable to _Spider-Man_ in comparison but there were so many other names out there! And apparently she had won the power jackpot of the animal kingdom. Yeah, she didn't get panther powers or the powers of a cheeta, no. She just _had _to have the abilities of a spider who, if Luke told right, could only _glide_, but also shoot blasts of Venom! What kind of Spider did that? And Arachne or Arachno-girl or Widow-Chick were still up for grabs, so _why_ did she choose Spider-Girl?

Jessica tried in vain to calm herself down. She was being a little territorial, is all. It was in a Spider's nature to be territorial, after all. As she stepped outside the building she could have sworn she saw a silhouette jump from rooftop to rooftop across the street. _Must be seeing things_, she told herself.

* * *

The less than favorable thoughts soon vanished from Venom's mind, replaced by how Parker would react in their confrontation. Oh yes, it hissed with glee. There _would_ be a confrontation indeed, one which the spider would be it's and it's alone!

Then, for just a second, it blanched. Was that the proper way to use 'it's?

If it could have scowled good naturedly, it would have. Parkers quirks and likes still remained apart of it. His fighting style was lost with it though, mostly because of Brock's brute force conquers all belief, and the fact that when they were together, it caused Parker to enact in said belief. Still, his memories, which were beginning to fade, his favorite food, which was anything that Aunt May made- at this moment it took a moment to graft it's upper form into a smile. She was such a _nice lady!_- made, and his favorite past time- web swinging.

In it's musings it realized that all of these things were beginning to become lost on it. The face of Aunt May, their home, even Parker's voice and face were nothing but shadows. All it really recalled was how his body looked in costume and the way his eyes would manipulate those big lenses that it often mimicked just for fun.

It began to get worried. What if... What if the longer it stayed away from Parker, the better chance it would have at forgetting him? No! It didn't want to forget him! It didn't want him to leave it alone in this world! It couldn't _live _without his memory, his kindness, his heart!

_His power_. It couldn't live without that either. It was the only thing that separated it from its own race. His blood mutated it, changed it into something different form what it had been. Something _better_. And it was because of that, that she hoped, no, _strived_ to become one with him, forever. He was the one it waited for. It was as simple as that.

It liquid like form had been slithering in the shadows and seeped upward out of a grate and out of that horrible sewer, which it had been grateful for, and it took a moment to stop. Thinking over the way things would turn out, she was almost sure that Parker would reject it. She had attacked him so many times in anger, in dejection, that he could never trust it. But it wasn't her _fault!_ It was _Brock's _fault, and his incomprehensible hatred of Spider-Man! Well she didn't want _Spider-Man_, well, maybe she did, but it wanted _Parker_ above all else and nothing more!

Short black tendrils rose from her form like oil being sucked into the air in anger, and she felt it's body begin to shake in rage. How dare Parker, she thought.

W-Wait a second. What?

_She... _Her_... _She... _Her_.

The tendrils slowly fell back inside of her 'body' and she looked down with large, wide eyes. _White eyes. _Two hands rose and fell silently, almost completely covered in black, except for the clear contradiction of white web like patterns on them that continued to its arms and legs... her _chest. _

After a quiet moment of simply crouching there, like Parker had done so many times before, she quirked an eye, making the large white piece squint. Venom did it once more, experimentally, and then the hands rose to it's 'chest'.

The eyes saw an incredibly large black widow stretching from the shoulders to the nether regions, and they also saw it continue down the back, which Venom was sure eyes were not supposed to be able to do. It – no _she_, trailed off for a moment with a tranquil thought about how Parker used that extrasensory danger sense or 'spider sense' to look behind him.

The hands slowly rose to the spider and hesitantly placed themselves on the legs. They immediately popped off when two explicit lumps of _something_ moved under their touch, like dunes of sand. This time, both eyes narrowed at the unwelcomed lumps under the widow and the hands poked them experimentally. Venom shivered. They felt... what was the word Parker had used to describe it when they were still bonded? Ah yes, the _squishiness_. Squishy and ticklish.

Venom looked past these after it made the wrong decision to try to pull one of them off from the lump on top of the first lump and down at the nether regions of this... _body_, only to find an obvious lack of _something_ that it had been very used to _bonding _with when it was with Parker! Brock however... it got difficult to do that.

There was no bulge. Parker had a bulge. There was no lump. No, no rise, no hump that stuck through fabric, absolutely no damn shape whatsoever! Again, Venom made the bad decision of pulling it, poking it, and flicking it. It shivered more vigorously this time. When pulled, the black substance would rise up like a pulled cloth, when poked, it would cave in to something it related to a black hole that swallowed everything in its way, and when flicked, the aforementioned shiver would turn into something it only felt with Parker.

Venom was not a mindless being. It moved, it learned, it understood. If Parker, and to a lesser extent Brock, had that bulge in their nether regions, and they were males, and lacked the rise and density in their pectorals, then something without it the bulge, and with the lumps would be considered a- "N-Non-male... Fe... Female..." Venom's distorted and hoarse voice whispered determinedly, it's eyes widening to the size of a melon. If Parker favored non-males, or 'females' if what it learned from it's only to hosts were correct, then that would mean that Parker would favor it as well!

It- no, it reprimanded itself. _She_, yes _she_, stood up despite the discomfort of the lumps that chose at that moment, she cursed them. She took a wobbly step forward, and then another, only for the legs that provided her movement to nearly fail, and cause her to become a heap on the ground. She cursed these as well, and hissed in displeasure when she tried to get up again and cling to the wall, the arms went slack. Her hiss turned into growls in which the tendrils began to rise again, and the limbs twitched and pulsed, and became slightly larger.

She stood up.

The black substance on the head greatly resembled Parker's mask, except it was all black, and the normally black outlines were now white. The lower part of it stretched experimentally and expanded before it opened, showing a less than friendly set of fangs that Venom had been so accustomed to after it lost Parker. But now, they looked, and even _felt_ out of place.

The substance shut promptly and Venom rose one of her hands to the wall in the shadows where she was and nodded when it clung to it like glue. She wanted nothing to please the Spider, Parker. Another hand rose, and then a foot, and another, and so forth with the utmost ease as she scaled the wall like a spider.

Venom wanted the Spider all to herself. She did not wish to share, nor did she wish to give up her 'hunt' for him either. If it would take such a form to persuade him in doing so, then that only made her desires even more obtainable.

* * *

Jessica Drew Parker doesn't like Mattie Franklin! Spider-Woman thinks Spider-Girl ripped off her name and needs to get a new one! Luke Cage is the leader of the Avengers (Big surprise there huh?) Venom has a body!

Peter wasn't in this chapter! At all! Whoa!

Don't have the need for reviews like most, but read and enjoy.


	9. Chapter 9

Hey. Okay now that we're done with the intro, I'll move on.

Another chapter. Actually, this, while it has elements that really need to be taken into consideration, is an 'omake'. Oh dear lord how I hate to use anime lingo for this story sometimes but, yes, sadly it is. For you see school is back and.. heh, unfortunately, my teacher hates my guts on account of me spilling her coffee on her phone and clothes. So yeah, my luck blows.

Expect extreme out of characterness and my attempt at funny, which now that I look at it isn't really funny at all. I might post a real, more serious version of this afterward, but I might not. Ya never know. Oh and in an extreme moment over crossover nightmares, I mistakenly named a character from DC and not Marvel. Turns out the real one is Echo, or the original Ronin. Huh, go figure there.

So!

It.

Is.

BREAkFAST TIME.

On with the storah.

* * *

The reason why the Ultimates were never so _free_, as the had put to the public many a time, was because they were a team of highly qualified super heroesmeant for invasions and terrorist attacks like Doctor Doom or Magneto.

_Everyone_ knew who the team lineup was for the Ultimates. It was world wide knowledge. It seemed like every other night there was a different report for there lives. Captain America, Ms. Marvel, Luke Cage, Iron Man, Thor, Wasp, the one who appeared to be getting the _most_ publicity as of late, Echo. Or Black Canary. No one really cared that much.

Unfortunately for the new, and technically past member, Echo aka Black Canary aka Maya Lopez, this publicity was not _positive_ publicity. _Especially today._

And _now, _as she trailed her eyes along the 45 inch flat screen plasma tv in the Ultimates HQ, not ten inches away from it, she knew why.

They had been talking about it _all day long_, she knew this to be true. _All the news channels in the state of New York mentioned it one way or another._ What did they say?

_Spider-Man. Spider-Man. Spider-Man. SPIDERMAN-_

The last station had apparently gotten the name wrong.

Had returned.

Of course this did originally bother her. After all, a small time, street level hero like that was just a speck on the shoe of an Ultimate like her. But when she found a station that was doing an all out _report_ on the vigilante, she couldn't help but listen in on what things the person who had technically made her famous for talking about New York's number one vigilate.

She still didn't like him at all though.

Apparently, before his 'vacation', there had been rumors that he was only in High school. The station didn't hold any punches in regards to that, she regarded with a smile. They commented on how he was scrawny and short, and got tossed around like a rock in every major fight he'd been in.

How many was that? Oh yes, she didn't care.

To her dismay they rebounded that he always managed to save the day, which she _knew_ wasn't the case, andthen moved onto the subject that since it had almost been three years, the so called 'hero' would most likely be a senior now if he was indeed in high school back then.

And then there was that girl he had saved on his 'grand debut'. What was up with that? It was so corny it was obvious that she was obviously acting in her thanks to him. Heck, he'd probably staged it in the first place! Some hero.

And _then_ the hot topic of the past two hours was how, Ms. Marvel was interviewed on rejecting Spider-Man as a possible member, what Echo had said in response to that question.

She wouldn't ever change her opinion on that. What kind of hero goes into fights joking? And did he ever _shut the hell up?_ Honestly he talked more than that Deadpool freak! They dealt with aliens and the Hulk, not some kid who shot webs. And if they had accepted him, his publicity would have dragged them all down! It was obvious he was a loner, and a suspicious one at that. Iron Man himself had called him a medical and scientific abomination.

And she was pretty sure that that was a bad thing.

And she knew something that _no one_ else knew. Something that would completely destroy his name, and reveal the monster underneath the mask. She knew how he started out, what he wore, what stadium he was in, and who he was fighting.

After all, she had been an _avid_ fan. But those memories disgusted her to no end now.

Maya Lopez turn off the TV with a scowl, interrupting a reporter commenting on how the Spider-Freak was seen somewhere in Queens and- wait, Queen's?

As the gears in her head began to turn Maya slapped her gloved hand with her fingerless gloved fist and ran out of the 34th floor of the Ultimate Manor (no pun intended) dead set on getting to Queens.

Though she didn't notice that the area she had been in was across from the kitchen, where the rest of her teammates, minus Cage, had been eating.

"Steve, did you let her get to the sugar again?" Carol Danvers asked, sipping a cup of coffee. The leader of the Ultimates, with his cowl down and biting into a piece of jellied toast, shook his head uninterestedly. "No, she probably heard someone say Spider-Man again."

"I think she's obsessed. She's going to crack soon if she doesn't stop thinking of him." The Wasp, fluttering around the table in her small form with a syrup covered waffle, said.

"_Ah, young love!_ _It reminds me of my days as a child in Asgard. We men were forbidden to court ladies unless we were fit to fight. And fight we did, for if we lost, we were forced to-_"

"Thor!" Steve stopped him. "Please, it's breakfast time. We're trying to _eat_."

"_But I was just-"_

"Some other time, big guy." Carol smirked and set her glass down and looked at her peers. "Does anyone know _what_ exactly she was watching that was important enough for her to smear her face all over the TV screen?"

Thor answered her cheerfully, though it looked as if Janet was going to. "_Yes! Lady Marvel, it was the, erm, 'news' as you call it! I did not catch all of it, but my Asagrdian ears!" _Carol pinched the bridge of her nose and sighed, closing her eyes. There was no mistake- he had actually ended a sentence speaking of his ears, "_Picked up talk of the warrior Spider-Man in your people's tribute to your Queen in the sea! 's Part of this grand city." _

He laughed jovially but Carol snapped her eyes open and perked up, as did everyone else. Though Carol sourly noted that he'd gotten her name wrong on _both_ counts.

"Wait what? Queen's? Steve, did you know he was back?" The blond leader had the grace to look somewhat sheepish, but half of that appeared to be mere tiredness. "I received a call from General Fury a couple of nights ago. He informed me of Spider-Man's _possible_ return." He put emphasis on possible. "And that we _might _want to keep an eye out for him."

"And you neglected to tell us this, _why_ exactly?" Janet asked, her curiosity on the subject peaking even more at Steve's admittance.

"Well, the General said it was only possible. And even then he said _might. Might!_"

Carol frowned at him and rolled her eyes. "Steeeeveeeen…" The said man held up a waffle from Janet's plate and shrugged. "It's breakfast, Carol. A man needs his vitamins." Janet however tried to snatch the piece back. "Hey! That's mine."

"_I believe this is where the earthly phrase- Finders keepers losers bawl like weaklings for they have lost the battle _and_ the war, yes?"_ Thor commented, looking between his two comrades for an answer, but was confused when they covered their faces with their hands.

And the one person who hadn't spoken yet, muttered, "Hmm, what's an article called, 'Double facepalm when the fail is too strong' doing in the paper?" They all stared at Tony Stark, who had been watching them all while sipping his orange juice and occasionally reading the paper that was in his other hand. "But I don't think you're doing it right, you two. Try two hands."

"_God_. Thor, don't. You. Dare." Carol rose her hand up at the Asgardian, stopping him from speaking of his godly bloodline before he could even sputter a word out. "Fine. We'll look into this- Steve get that waffle out of my face before I burn it to ash! Thank you! As I was saying. We'll look into this _after _breakfast." With that Ms. Marvel walked out of the room leaving the rest to a super powered breakfast.

Chucking slightly, Tony pointed at all three of the others. "Hey, I just noticed something. Not only are you three strange, but you're also out of character! Now _that's_ an epic fail."

Cue the first ever triple double facepalm. Quadruple if you count Carol, who heard it while walking away.

* * *

Afterword hint, Echo was there the night Spider-Man became a wrestler. And I said in a certain chapter that Carol was motherly right? Well, this is how the mother acts to the guy who steals waffles.


	10. Chapter 10

Yo! Now that OTD has _finally updated _ his _own_ fic/s, I get to do mine. Honestly I already had it done and I could have posted it but he insisted on his corrections in grammar.

_OTD: It was a train wreck before and its a car crash now. You're welcome._

Sour puss. Anyway, two cameo's in this chap courtesy of DireSquirrel, author of Thinking in Little Green Boxes who really upped the insanity-anty with them. And yes this is a _chapter, _not _filler, omake, deleted scene_ etc. etc. . Also I said this was mixing canon and Ultimate, so don't be surprised when you see a lil somethin somethin from MU-616.

And thanks to everybody for giving me over 5,000 hits! Theres over 5K in words here so... get reading and enjoy.

* * *

"Holy mother Marvel, Spider-Man!" Deadpool said to the poor man in the spider costume next to him. Poor, puny Peter Parker facepalmed.

"Deadpool, what are we doing here?" he asked. "Aren't I supposed to be in school or something?"

"Oh, yeah, you're building **********."

"I don't have a ******!"

"Why not? You totally should!" Deadpool argued. He made two obscene squeezing motions with his hands. "Boobz, boobz, boobz."

"Did you just say 'boobs' with a z instead of an s?"

"Boobz, boobz, boobz."

"That's...that's just not right," Peter said with a classic Picardian facepalm. "Why are we here in this room of nothingness?"

"Oh, right," Deadpool said with a snap of his fingers. "We're here for the recap of the last nine chapters for the readers."

"Recap? Chapters? Readers? What the hell are you talking about?"

"Peter, my boy," Deadpool said as he threw a fatherly arm over his companion's shoulder. "This is breaking the 4th wall."

"Are you insane?"

"Some people think so, but I think they're just displacing their own issues onto me," Deadpool reassure the teen. "So, recap, a long time ago, in a galaxy far, far awa-"

"That's Star Wars," Peter corrected.

"Right, so when we first met Peter he was 'rescuing' an idol from an ancient tomb and nearly got crushed by a giant boulder-"

"That's Indian Jones and the Raiders of the Lost Ark."

"Really?"

"Really."

"Okay, well then, back in issue 15 of Amazing Fantasy Volume 1 in the early 1960s (I can never remember if it was 61 or 62 or 63, but hey, I wasn't created for nearly 30 years, so what does it matter?), nerdy Peter Parker was bitten by a radioactive spider-"

"The readers already know about that. Hell, everybody knows I was bitten by a spider, and it wasn't radioactive, it was genetically altered."

"Ah-HA! You're getting the hand of breaking the 4th wall already. Too bad you'll forget this after we're done recapping."

"Whatever, so anyways, I got spider powers, went to wrestle to make money, let a guy go, ends up that guy killed my uncle. I use my great powers with great responsibility."

"Yup, and then when things got too hard, you ran like a putz."

"I did not run like a putz."

"You totally did," chided Deadpool. "You ran like a through hiker with Beaver Fever to the outhouse."

"That's disgusting," Peter protested. Deadpool just shrugged.

"And then you got cloned."

"You make it sound like nothing important happened in between," Peter argued. Deadpool just shrugged again.

Deadpool started going through files off the old fights and tossing them over his shoulder. "Old guy fight, old guy fight, robot, old guy fight, you get cloned so you've got a totally hot clone sister who has all your memories. And she's hot with great big... Is she seeing anyone?"

Peter just glowered menacingly at his recap companion.

"And so then you ran like a putz and trained in _Russia_ of all places," Deadpool said with disgust. "You should have gone to Japan."

"Why?" Peter asked, sure he was making the wrong decision by asking. A moment later he was proven correct.

"School girl uniforms and tentacle sex."

"I am not you."

"You're right. I'd have gone to Japan," Deadpool agreed. "But then you came back with your father having gotten a gender changing curse and you learned you were engaged to-"

"That's Ranma ½."

"Well, Venom did get a female bod and wants to make super monkey sex with you."

Peter Parker stared at his Recap Page companion with pure, unadulterated horror.

"Don't worry," Deadpool said. "You'll forget about this completely once we get back to the fic."

"Oh, thank goodness," Peter said as he walked off panel. Deadpool shrugged and looked at the readers.

"Boobz, boobz, boobz."

* * *

In the midst of yells from the second floor of the Xavier Mansion, Professor X and Logan calmly sat at the kitchen table, although the atmosphere was… strained. After the two girls had left to their room, Kurt had teleported up to his own, leaving them to themselves. And amusingly enough the subject that Rogue and Kitty found so interesting had come up… but not as lightheartedly.

Charles sat his cup of tea he had gotten a moment ago on the table and sighed before looking at his old friend. "So tell me Logan- what have you and Peter done in your time away from us?"

Logan snorted and scratched his chin, silently missing the inconsistently growing stubble May Parker had forced him to cut. "We were in Russia, Chuck. Take a wild guess." He bemusedly look across the table and snorted when he felt the telepath prod the outermost of his thoughts before stopping.

"I'll give you the lowdown- The brat got his ass handed by Nebo before he left. An old 'acquaintance' of Fury, the guy was. Anyways, he offers to train Pete to hone his powers and he accepts. Fury assigns me to watch over him. There's a whole lotta other crap in between but this is all you need to know for now. Kid comes back, makes a bust, the end."

Charles rolled his eyes and stared pointedly at Logan. It didn't do much but make the much older of the two raise a strangely groomed eyebrow before he gave up. He pressed on with the issue. "Well how have Peter's abilities developed? Has there been any significant change in his genetic makeup or his mind? I didn't have much time to see for myself."

Logan looked almost _thoughtful_. Charles would have pried his mind to see for himself if he _could_, but he could only see what the gruff man would let him. "The webs."

"Excuse me?" He inquired.

"He makes 'the webs himself now. Gives him a hell of an appetite to get most of the protein but a few steaks does the job just fine." It was obvious Logan was being as vague as possible. Charles had no idea why; maybe he was just being lazy or stubborn.

Before he could ask him to elaborate Logan did exactly that. "If you're wonderin' how it happened, I'll tell ya. I don't know much though." He got up from the table and walked over to fridge and pulled a beer out, opened it and shut the fridge before leaning against the kitchen sink. Charles rolled his eyes once more when Logan took the time to drink the entire thing in one gulp before speaking again.

"When we got there, we met this chick a few weeks into Pete's training. Alex."

"And I am assuming she was a companion of yours in the past?"

Logan snorted. "Companion? I saved the bimbo's life! Anyway, she got into some trouble. Before then, Nebo broke Pete's web-shootin thingies sayin he had to rely on his body more. Had to run, jump, crawl and sprint everywhere he wanted to go. Alex had gotten in some trouble with the KG, got captured and… well Pete helped her."

Charles smirked a little. This was an interesting little anecdote. "How so?"

Logan grunted in response. "Let's just say that she had brought some 'friends' over to play with her." He said with a shrug. "Nebo had gone out to get guns, knives, the whole nine yards for Pete's training so we were left there. They had gotten her dead-to-rights by the time we found her on the other side of the house; pinned against the ground with a gun against her head." Logan's face sobered up and he twitched for a bit. Charles surmised he must have cared for the girl. A lot.

"I lost control." He said, brushing any inkling of sincerity away. "I got in there and bashed heads, scalped some too. One had gotten away with her though, and that's when Pete came in." He frowned, warning the Professor that the outcome wasn't pretty.

The Professor didn't like it.

"Ya know when I said Nebo was training him?" Charles nodded. "He was _running him into the ground_. From day till night, he would have his ass dodging bullets, knives, avoiding poisoned food and lifting SUVS until he couldn't move his arms anymore." He paused as if to make sure he got the next part right. "And remember what I said about that Gwen girl?" Charles nodded. "Alex looks _exactly_ like her."

The pieces instantly fell together. With the report of Osborn going crazy years back when Peter first became Spider-Man, he had taken a girl named Gwendolyn Stacy hostage to the Brooklyn Bridge. The first hero on the scene had been Peter and Xavier had felt his rage all the way in his study. He watched the news report when she had almost been _killed_ by being thrown of the bridge. Instead of using his-now that he knew-artificial webbing to capture her, Peter had dived after her and took the water's impact for himself.

After that he believed her unconscious body to be dead and set her down somewhere safely. The reporter that had been there even commented on how angry he seemed behind the mask and… well, it hadn't been pretty.

He had almost _killed_ Osborn and would have if not for a paramedic stating that Ms. Stacy was alive. Ironically enough, that was how he had met the X-Men.

If such a villain where able to get a rise from young Peter by abducting a friend of his, it didn't take a second to tell Charles what would happen if he saw it again, but with an average human doing the deed in Peter's eyes.

His expression turned grim. "He killed him."

Logan nodded. "One punch knocked his head right off. That's the thing about lifting SUV's, Chuck. His holding back and that pulling punches crap went straight to hell." Charles understood Peter's actions indefinitely. He didn't wholeheartedly _agree_ with them, but considering what Peter must have _seen_ after a _very _similar occasion had already passed, it wasn't very surprising.

"They got close after that. Must'a been the looks cause Pete wouldn't let her out of his sight. Alex was a tough girl; she liked him for some reason. She ain't show it though."

Charles folded his hands and nodded sagely. It was a protective trait for one to protect those close to them, _especially_ those who looked like a loved one. "Then what?"

"They became close. _Really close. Sleeping in the same room close._"

"I get the point Logan ." Charles raised his hand with a sigh. Logan laughed.

"They ain't do anything. At least _I_ don't think they did. Girls like Alex are screamers so I would'a been up all-" He noticed the look Charles was giving him. "Anyway, Nebo started to ask her to train him too. She refused at first. Turns out she was a fan a his so you can get why. After a while she gave up and helped out."

"Thank you Logan. That was very…_ informative_." Although he could have gone without his sleazy innuendos. ". Now, onto his abilities…"

"Yeah yeah I know I know." Logan set down his empty bottle of beer onto the counter top. "There's nothing that new. Apart from being impossible to sneak up on, he got this nifty thing where he can push almost anything away with his hands or make things stick to the ground. There was something else but he won't tell me." Logan paused again like he was trying to remember something. He snapped his fingers. "When he uses too much of his webs he gets tired."

Charles raised an eyebrow. "How so?"

"He gets sluggish and slow, and his reaction time is delayed. At first I was surprised, but then I thought a how he makes 'em himself, so there's no question there." Charles nodded. "Then he gets… Well, that ain't important."

"Really?" The Professor smiled sardonically.

"I know what you're thinkin; Just like when certain mutants use themselves too much. It ain't like that. He gets tired and sluggish, at _first_, yeah. For about a minute or so." Logan stated sourly, absently rubbing his cheek.

"What do you mean?" Charles frowned slightly.

"He 'loses his self'." Is what he says." Logan grunted when Charles gained a knowing look. "What does he act like when he 'loses' himself?"

"Instead of jumping around like a retarded leprechaun like he usually does theThe bastard knocked me through a brick building while we were fighting. What the hell do you think?" Logan scowled.

"I see… I am going to have to have Hank run a test when he gets back from the mall with Ororo and Wade… "What else did this Nebo say?"

Logan looked at him somberly. "It's happened more than once." Logan announced, crossing his arms and standing up straighter, before sighing. Apparently he wasn't done. "Eating settles his ass down just fine though."

Charles raised an eyebrow.

He could tell that this was a ploy so as to not worry him, no matter how true it was. Peter was a close 'friend' of their 'family', Spider-Man or not, especially to Rogue and Kurt. If anything were to happen to him they had to be there for him unconditionally. "Where shall he be staying, now that he's back? You told me a while ago his Aunt moved to Russia with him, so I assume she didn't just leave her home the way it was?"

"They're bringin some stuff back." Logan said, cracking his neck. It should be back by the end of the week, though, so we're gonna have to deal with his smart ass till then." He was speaking for himself, this Charles could tell, but he became curious when he saw the smirk on his face.

"And you, Logan? Did you and Peter become friends as well?"

"Dammit Chuck you make it sound like some sissy upperback mountain or whatever the hell that thing is called! I brushed off on the kid, made him cool, sophisticated, the lady killin type, like me." He exclaimed proudly and nodded to confirm his statement.

Charles chuckled. "Thank god he hasn't gotten your manners or grooming habits…" Logan growled. "Although it looks like his Aunt straightened you out a bit."

Just then, Rogue and Kitty came rushing down the stairs to the living room. They pushed each other like immature little girls before asking, "Is Peter back yet?" At the same time.

"Nope!" Logan announced with a grin. Rogue visibly deflated. "O-Oh… Not like I care anyways… I'm gonna go… do some stuff." She stomped up the stairs while Logan scoffed at her mutters with his heightened sense of hearing. "Stupid puny Parker… Didn't take me with him… Damn dumbass."

Kitty simply stood there, unaware of what to do. Logan raised an eyebrow. "Aren't you going to give a hair-brained excuse before you go drool over some pictures of Spider-brat?"

"WHAT?" She shouted and covered her mouth with a squeak.

Charles smiled. "Just go call your father, Kitty. I'm sure he misses you." She nodded and backed up the stairs until she was out of sight. They could both her rapid footsteps running back to her and Rogue's room. Charles looked at Logan and folded his hands over his mouth. He stared. "Are there any symptoms of this… _state_, he has developed Logan?"

He shrugged. "What are you thinkin, Chuck? You still think he's a mutant, don't ya?"

Charles shook his head and drove his wheelchair out the room. "I'm merely entertaining the possibility of his altered genetic structure and DNA having more than a mere physical change on the molecular level, as well as if it might be advancing."

Logan stood there for a moment, trying to keep track of the over exemplified words. "In English Chuck!"

He chuckled. " Perhaps Peter's DNA and mutation of his blood and body are mutating even more."

"Whatever you say, Chuck." Logan made a move to exit the kitchen and before Charles could ask where he was going he answered, "Got someone to call."

Charles nodded and they went their separate ways- the Professor to his study, and Logan to the living room where he picked up the phone and dialed a number in. "Someone picked up and answered in a grating, loud annoying voice, _"Hey Wolvie how's it goin?"_

* * *

It… no _she_, had come from her home. The desolate and harsh place it had been, she didn't regret admitting she was forcibly taken away from it and exiled. It had been a place that was hard to live on, even for her own race, but somehow, they managed to survive through travelers that had foolishly landed upon the planet time and time again. That was how she was created, in fact.

_Then_ they cast her out. She had no desire to simply _use_ those available to be used as a host, she did not want to feed off of them and become like the rest of the parasitic beings of her race. Instead she wanted form a bond with one, and ironically enough, that was how she ended up _here_.

He had found her. After so long she had escaped, crashing down from the sky while he was passing by. She didn't know how long she had been sealed away, and _he_ had no idea what she was. But she knew exactly what she was: free.

He had become her… _host_. There was no other way to say it, but it was much more _symbiotic_ than parasitic. She did her best to help and benefit him, to free him of the restraints set so tightly in his mind. SO many enemies attacked him, so many problems bombarded his powerless self, without even knowing it, she had become addicted to him and everything about him. She had thought he was addicted to her and what she gave him as well.

Soon she was able to call his home her home. From the people who praised him for being the hero he was to the ones who feared him because he was greater than they, she felt his pride and happiness swell… and it tasted _good_. Then, it all fell down like a house of sticks. She could no longer live off of him as just a host; he would have to bond with her and they had to become _one_. He had rejected her, though, so she found another, one who understood the pain of rejection by the one they cared for and sought revenge to prove that he was nothing without her.

He had once said something to her. She couldn't especially remember. Again, they had battled, and he fought back with every punch and kick as much as he could, but there wasn't a distinct taste in his emotions. When she touched him she could feel them swimming together, confused and jumbled. Anger, hate, fear, and regret, they were there. Happiness? None.

What she did remember was that he offered himself to her again. There were no lies, he was weak then. He had been beaten. She made him realize that he needed her to protect those he cared for, to be strong. He knew this, and he had been willing to take her back; power and strength, bonded mentally and physically. It was to be a more than a symbiotic relationship, but _she_ had felt he needed her more than she needed him.

It was odd how she found herself back at a place he had spent a lot of his time around.

Venom cast these thoughts away with a shake of her 'head' and pulled her right hand back when a sensation prickled at her. These… _fingers,_ the peculiar little things that they were, tingled as she slowly climbed up the cold brick wall, sending tremors throughout her entire 'body', she felt the urge to shiver, something she had never done before today unless bonded to a host, temporary or otherwise.

She had used what remaining experience she had obtained from Parker, and the fresher, yet more vague and inexperienced memories she had transferred onto Brock, to climb the wall and walk, etc., etc.

She prided herself on reaching the rooftop in seconds, though mused sourly at the thought that Parker would most likely be able to do it faster. With her however, he would be able to jump the entire thing without the effort he had usually put into it.

She had done it over again afterward; climbing up each building and reaching the top, then doing it again until she couldn't anymore. No one saw her, however. They were blind to her, something that could have been Parker's ability as well if he'd…

She had reached the last rooftop in front of a large body of water. Easily leaping onto a water tower she perched herself atop and looked about. From the people walking about their daily lives to all others. She turned around, the soulless white eyes that mimicked the ones on Parker's costume taking in the rather large building far away, at least one hundred feet. Comparing the memories of Parker and Brock from when they roamed around this city, this particular place looked different, worse off than it had been before.

The sight of the large building struck something in her and she wanted to get closer. Maybe Parker was there! But… for some reason she didn't want to move from this spot. Venom confusedly looked around again, feeling lost. Without a host, performing humanoid actions was much harder than she thought!

Her eyes landed far out into the water at the nearby bridge. At first she hadn't paid it much mind but now that she looked at it, it did remind her of Parker and one of his memories. It was a very tasty one, she recalled, her mouth widening and her abnormal tongue licking the monstrous teeth that disappeared behind her jaws. It was a guilty pleasure, she supposed. She didn't enjoy as much as his other ones, _but_ it was interesting to say the least.

One of Parker's loved ones, the Stacey girl, had been kidnapped by Osborn. She didn't like Osborn. He was big, green, and purple… like the Hulk in his weekend shorts. She didn't like the Hulk either. He had hurt Parker. And he had bad taste in clothes. At least that was what Parker had said.

Parker had been so sad and fearful when Osborn tossed Stacey over the bridge from at least twenty feet above the highest point. Then he caught her by jumping down after her. She hadn't been breathing then, and the spider got angry.

She smiled happily and the white eye pieces curled up. If it hadn't been for someone saying that she was alive, Parker would have killed him. Another guilty pleasure she thought, shrugging. At least then many things that would have come to hurt Parker would have been averted.

The eye pieces snapped open.

Parker had come from his _home_ that day. From the bridge! Stacey lived in the area beyond the bridge, an area she had been too before! Parkers bridge- no Parker's home was the bridge's beyond! No, it was Queen's! Queen's!

Venom gleefully jumped from her perch and carelessly left the rooftop. Or rather, she _would_ have if she hadn't fell face first off the water tower and on the roof. There had been a reason why she didn't move before. She _couldn't_ because it was harder to control Parker's powers without a host.

She stood up again and tried to step forward only to have the attraction between her feet and the ground making her fall. Venom slammed the ground angrily and then clenched her fist, the black tar like substance rising from her shoulders and back into tendrils that angrily nipped at the air.

Before she could get up, a high pitched ring sound through the air, amplified by the alley beneath her. It wasn't enough to hurt her, but it was tremendously annoying. She snapped her head over the edge of the building and squinted her eyes defensively before crouching down on all of her limbs like a four legged spider.

The cause of this were two lone humans down below her. She hissed a little and backed away, her limitations momentarily gone as she concentrated. They weren't normal. Normal people didn't have swords strapped to their backs and guns hanging on their waists. She didn't like guns either. They hurt Parker, but not her.

The one with swords was a male. His short brown hair was parted in the front, allowing her to see some facial scars that looked like they could heal no more. The other one was a… _female_. Her lithe body was dressed in black all over, the pants slightly baggy and the black tank top tight. Maybe she would be able to use her as an example to become more desirable to Parker…

Venom unconsciously changed to her 'tar' like form and slithered over the edge of the building into the shadows, the possibilities of what Parker might think of her soon to be form making her hiss with glee.

"Hey Wolvie! How's it goin? Wowee, we haven't talked since...what was it? Chapter 24 of that other fic? Remember, the one where you cut off my head and...oh that wasn't you? That's right, you were out posing for those covers of comics you never appeared in. Good of Marvel putting that warning label on the cover for you. So, happy decapitation time, not you? Oh, that must have been your kid...or maybe it was your clone. That funky claw thing always throws me off," The male shouted, causing Venom to stop near the ground in a dark corner. She narrowed her eyes. This male's voice was oddly irritating. "Oh nah, she's right here. Why? Can't we two old buddies chat once in a while? I _did_ not try to kill you all! Only most of you, that's totally different than trying to kill all of you. That was in a different- well, granted, I did shoot you, but I was playing Pool-Tag. Whoever gets shot the most, wins! It's a really fun game- I got a tie with- aw fine! Can we still go out for chimichangas later? No? Well that's okay, I don't really like them, I just like the word. Chimichangas, chimichangas, chimichangas."

The annoying human pouted and shoved the phone into the human females chest. "Here, he wants to speak to you." He said, his hand still on her chest.

He squeezed. "Boobz, boobz, boobz."

He squeezed again. "Boobz, boobz, boobz."

The female raised an eyebrow. "Are you done?" She asked, her voice emotionless.

"Boobz, boobz, boobz."

She gave him a look that even Deadpool could read and the male groaned. "You know people say emotionless girls are supposed to be hot but you take all the fun out of groping!" Venom squinted its eyes curiously. What an odd pair of people.

The female rolled her eyes and immediately put her attention on the person on the phone. "Are you alright? Did anyone attack? Did you have anything to eat? Ar-" Venom could easily hear the annoyed grunt coming from the receiving end. It seemed familiar for some reason. "I was merely worried for your safety." There was another grunt and the female straightened up slightly and nodded.

"I see. He is the one you have been telling me about." Venom's eyes snapped open. She had Parker's name come from the other end! "Do you want me to- Very well. I shall return to Professor Xavier's Mansion immediately. Yes father." Venom widened her eyes. With the familiarity of the person on the phone, and the female's labeling of them as 'father' it seemed surprising.

"Bye Logan!" The female snapped the phone shut and calmly looked into the shadows at Venom. But by the time she did Venom was back in her humanoid form. "You can come out now." She announced. The male laughed. "Oh so you noticed her too?"

She slowly walked crawled out of the darkness and into view, looking at them with her eyes narrowed. They did seem to consider her a non-threatening being. She could say the same thing. She stared down at the female, attempting to get every single aspect of her body down to mimic. The female in turn stared back up at her, arms crossed and a lax expression on her face.

Venom's eyes curled up again. Then she crawled back into the darkness and disappeared from view. Neither of the two humans made a move to stop her either, so she continued to crawl up the wall and leave.

_Clang!_

One eye squinted as she looked at the shiny metal embedded into the brick wall _right under her arm_. "Only two goodie gooders in this reality can do that. And neither of them likes black. One of em has boobs, (boobz, boobz, boobz, intoned Deadpool while he spoke) but she's pretty flat chested. And gender swapped. And prone to jealousy." The female looked at him. "Who is this person, Deadpool?"

"Oh that's Venom. Ya know, fan preferred villain for Spider-Man, scary as hell, Anti-Hero or anti-villain, it really depends on who's writing him-her-it-them whatever, obsessed with spiders blah blah blah…" Venom stared down at him and easily pried the sword out of the wall and chucked it straight at his chest, stabbing him into the ground. "Hey! Can I at least get your number? Do you look like Bea Arthur under that? Do you wanna go-oh, wait, when'd I get stabbed?"

"I don't have time for foolish humans like you! I have to find Parker!" She leaped out of sight.

"And there's arc for the next two chapters, readers!" Deadpool paused while trying to sit up. "Where's the pain? Oh there it is." He slowly laid back down and sighed. "There goes my right spine."

The female flipped open her phone again and dialed a number. "Father, who is Venom?"

"And my lung." Deadpool waved his arms around for attention from Laura but she ignored him. He sobbed. "Damn emotionless chick."

Several Hours later:

Still pinned to the concrete floor with his own blade and all alone in an alley after Laura had left him, Deadpool looked up at the sky and listened to the empty area and sighed.

"Chimichanga, chimichanga, chimichanga. How the hell has no one seen me here yet?"

Several Hours after that:

"Roll out the barrel, and we'll have a barrel of fun!" Deadpool sang as he waved his hands in time with the tune. "Isn't it time for this chapter to end? Come on I need to pee!"


	11. Chapter 11

Well... thanks to Agent-G for the area of Bayville... I suppose. Until now I had thought I picked it up from some cartoon. Go figure.

_OTD: You were even going to say that Westchester County is far away from NYC. I agreed._

Yeah, I feel dumb. After writing 7,505 words I feel 'upid. Yes 'upid. As in ' 'eel' 'upid cuz Ah 'it 'mah 'tuungeee.

_OTD: As you should._

I don't even know where Bayville is... Agent-G, wherever you are, where the heck did you come up with that place?

_OTD: In the words of Wadey Wilson, "It takes a lot of lube."_

Funny_.  
_

This chapter is for mature audiences only, or those who find humor in exaggeration of words that have evolved into curse words. You know what? They are _not_ curse words so its free for all. And now the long awaited confrontation between Peter and Gwen... and- well, you'll see. Don't blame me for anti-climactiscm or whatever the verb of anti climactic is. They are who they are and you all know what they do, so let them do it and don't tell me about it. Take that vaguely suggestive statement and think about it for a second.

Oh and one less line break. I'm starting to hate those... Wait, this thing won't allow me to put a line break substitute in the form of hypen equal sign. Dang.

* * *

That bastard. That sonovabitch bastard. That idiotic, stupid little spider-butthead lying sonovabitch bastard!

She hated him.

No, she didn't hate him. She despised him, the stupid idiot he was. Stupid bastard idiot, actually.

No, she didn't despise him. She didn't understand him. He was so stupid! What reason could he have had to leave her with a lie like that!

She missed him. She missed him so much. He was her only friend. Sort of. Only best friend. She couldn't wait until he got back.

He lied to her. In the worst way. She cried. With MJ out of the way she could have- damn it!

That bastard. Idiot Spider-Bastard.

Why didn't he tell her the truth? She would have understood. What was the truth? He had to have had a good reason. He had to.

He looked sad then. Downtrodden. Angry. He had been pissed. So pissed. She was afraid to talk to him. She thought it was because of Mary Jane… what he said she had done. She got angry too.

He apologized then. She didn't know why he did but assumed it was because he was acting so weird. Then he laid the deal of him leaving for Russia on account of a prestigious school scholarship on her. She thought that was why he was sorry. Maybe it was, maybe it wasn't, but it changed nothing. He was leaving. And now he lied.

He never took her web swinging like Mary Jane. It looked fun. With him, alone together. Really fun. So many possibilities from it… She asked him time again and again to take her but he denied her. She asked him one last time and he obliged. It was amazing. SO fun, so surreal, so unreal. Then it was over. That day he had left on the plane, suitcases and all, and she comforted a sobbing yet smiling May Parker in the airport.

He was back. She was happy. She was angry. She was confused.

She was pissed. So pissed.

Bastard.

A reason… any reason… He wasn't a bad guy, he wasn't supposed to lie like that. To her. He was so serious… the last time she had seen him like that was when… when Osborn threatened them.

He wasn't like that… He- he wouldn't just ditch them with a half ass lie, no matter how flaky he was… He- he cared. The only way he could possibly do something like that… to act the way he did before he left, to be so angry was…

Someone threatened to hurt them, didn't they?

Crap.

"Still mad?" Peter's voice broke her out of her thoughts. She flinched.

Peter caught her fist in his hand before she could even act to hit him. He looked a little smug. "I'll take what you would have done as a yes..." He let go of her fist as she tried to push him away, causing her to fall back as she was not able to move him. He held out his hand to catch her before she hit the ground. She yanked her hand from his grasp leaving a large red palm print on her hand.

"Don't tell me you just left MJ there." She asked, looking around for her. She caught sight of her right behind Peter.

"No." He frowned, knowing why she would think that but still himself thinking it was absurd. "You have anything to say?"

Gwen was did a double take to make sure she heard him right. "Like what?"

Peter looked upward in thought. "Let's see… What was the last thing you thought?"

Gwen paused for a second. Her shoulders slumped a little the next. Peter nodded. "You guessed it, didn't you?" She opened her mouth to say something, to ask him why and how he knew, but he covered his mouth. "Shh. Not here."

He grabbed her and Mary Jane's hands and pulled them away. She looked at him. He got tall. A lot tall. Er. A lot tall_er._ She could look up at him. She did look up at him. She looked at him. She swallowed.

She frowned.

Gwen looked at MJ. She could she was just as confused as she was. She looked like she had been crying. Sobbing, at least. She didn't blame her. Not anymore. She silently urged her to wait, to know that Peter had a reason, that he always did. She nodded. He had to. She had to be right. There could be no other explanation.

She looked back at Peter. He hadn't let go of their hands. His grip was tightening and every once in a while he would squeeze. It made a tingle run down her back. Mary could probably feel the same thing. It was prickly, sharp, like when she got shocked by touching a door knob or when she felt calm.

Peter smiled.

Eventually they had gotten into an area she recognized well. She looked surprised, as did MJ. It was where his house was – Aunt May's house. She couldn't see it but she had become so accustomed with the neighborhood to forget how it looked. At least until they had moved, all of them. She hadn't been in the house a lot since, even though May still owned it. There was an unsightly scorch mark on the lawn that looked strangely like a mooning troll. It made her laugh.

Peter stopped at an alley across from a corner in front of a random house and let go of their hands. She shook a little. It felt cold. She shook her head… she was feeling a little slow.

"Someone threatened to kill you." He said slowly, snapping Gwen out of her stupor but not enough to make her register that her desperate thoughts were proved to be correct. "Though you probably guessed that already, didn't you Gwen? MJ did. Can't blame you… it's pretty common with me, ain't it?"

She shook her head again, feeling a little dizzy. "No, really?"

"Yeah. Really." He paused. "Long story short- again, you guys probably guessed it. Week or two before left, I got my ass thrashed around Times Square. It got taken to the roofs. Don't ask me how, I don't remember. Next thing I know I get kicked in the neck for the tenth time and I wake up in a dark room courtesy of a punch to the gut." Peter shook his head with a sarcastic laugh. "It hurt."

"No super-powers or anything." Peter continued. "So after getting my butt whooped for the second time that day, I wake up again. You'll love this, its funny. The guy asks me, 'Did you really learn what little skill you have from Friday night wrestling?' So I said, 'No, I learned it from yo mama." He looked tilted his head when they both stared at him. He shrugged. Hit and a miss when not in costume.

"Who was he?" Gwen asked, looking up from her hand, struggling to get her thoughts straight. "The guy who beat you around, I want to know so I can thank him for doing it for me, who was he?"

Peter thought for a second. Nebo hadn't been his only name. There was another but he really hated it and it didn't fit him much. For some reason if he would tell her Nebo he couldn't see the outcome of it as clearly so he went with the other one, one even he had only said a handful of times. "I'll pretend I didn't just hear that and work this in like so – Ezekiel, I think."

"Why are you telling us this?" Mary Jane asked. "Why now? Why didn't you tell us before? We- we could have helped." He shook his head, knitting his eyebrows together. "No you couldn't… It was my problem, not yours. I worried you guys too much then." He looked at them with an urging look in his eyes. Gwen looked away. She was right... But why was she still feeling like hitting him in the face?

"I… Sorry. I'm sorry. If I worried you I'm sorry and if I hurt you I'm a dumbass and I'm super sorry. I'm telling you this because I didn't get a chance to then,"he sighed. "I left to protect you guys... sorta."

"Sorta?" Gwen asked incredulously, her eyes snapping open. That caught her attention.

"I brought nothing but trouble to all of you. I was the reason why Uncle Ben died and Aunt May had to work her fingers off to take care of me… My being… you know, got you and MJ into trouble so many times. Honestly, in two months, how many gigantic lizards and Doctor Octopi trying to kill me? And a killer monster clone? Mutant haters, assassins, cops? Seriously." He stated it like it was the most obvious thing in the world.

Gwen balled her fists. It wasn't like that. It was never like that. He wasn't a trouble to anyone. He protected them as best he could… he couldn't help it if things got out of hand. Stupid liar. He was an idiot for thinking like that. Did he… was he that stupid without them to tell him what was right? Was he an idiot enough to think that all he brought was trouble?

Dummy.

"It's a stupid reason, but, as bad as it sounds, I didn't do it for me. I did it for you. All of you. And you know what? How many lizards, octopi, guys with sound gloves, or anything like that at all come up in the past two years?" They didn't answer. He swallowed. "I know you're mad. I don't blame you. I just wanted to tell you I was back before you found out in a different way. I know you probably didn't believe what happened last night," he surmised. She didn't, in fact, but that was beside the point.

"Shut up." She muttered. "Just shut up. Do you have any idea how stupid you sound? 'You brought nothing but trouble'? Really? You're going to play that card? Of course you bring nothing but trouble! You always have!"

Mary Jane looked at her pointedly. She wasn't happy just like her but it was uncalled for. "Gwen!"

"No let me finish, MJ. You know when you left… I couldn't wait for you to…. I mean I wanted you to work out everything with MJ and…" She sounded like she wanted to say something else and he caught it but if she had said it she would have cut off from saying it again.

"But now… You come back an excuse. I listened to it. It makes sense, no really, it does. You know why? You want to know the truth? You- you're a dumbass! That's why it makes sense you dumbass!"

"Gwen I-"

"Stuff it you dumbass! You know while you were gone I was wondering why the hell I'm even your friend! Why the fuck I put up with worrying if you're dead or some shit like that. And you're right. You do cause a lot of trouble. But you know what? We're there for you. We care. If you caused so much trouble do you think I would even say that I'm your friend? That I would say friend and 'Peter' in the same sentence? Of course not you idiot! If you did we wouldn't even be hoping you were okay where ever you went!"

Gwen turned around and began to pace. "And then you lie. Because you think that you're a burden, of course. Because someone threatened to kill us, Naturally. You dumbass." She laughed sarcastically. She cupped her hands over her mouth and shouted, "It's happened before!"

She put a hand on her hip. "As stupid as you are its no wonder you got your ass handed to you." She rolled her eyes and stomped. "God! You-You-you little sonova- I just wanna… punch you in the face so hard you'll get knocked through a wall somehow!" Peter started to smile. If she only knew…

"Wipe that smile off your face! I'm not done." She took a moment to breath and went on. "Are you that stupid to think that if you left things would get better? You lied about MJ cheating on you. Worst move ever. You deserve to get knocked into a car for that. But I guess it's so she wouldn't have to worry about you and dislike you so much that she wouldn't worry right? And the same goes for me? It didn't work you dumbass idiot. We did worry. We do care. And! And we want to kick your ass for thinking like that. So tell me- are you stupid or did that guy knock your brain loose? Stop smiling! And if you so much as think that you don't bring anything but bad stuff e and MJ will personally throw your ass to Jersey!"

Peter's smile started out small and then it grew three sizes bigger into a grin. He started to laugh. Then his laugh escalated to to a small guffaw from where he grabbed his chest. "I… I think he did knock it loose a bit… My head, I mean. I'm sorry Gwen, MJ. I really am."

"Stop with the sorries you dumbass! We get it!" MJ looked between Gwen and then slowly at Peter. "Yeah…" She started, sending a skeptical, 'You could have let me speak' look at her. "You're an idiot. And a dumbass. Like Gwen said… about twenty times. And you can't really lie well. And we missed you. I missed you. We worried. We walked around the room wanting to punch your face in… Actually I kinda want to now, but yes, you're a dummy. And yes if you think that again I'll… I'll kick you so hard Aunt May will feel it!"

Peter blanched. "Nice one." He nodded cynically. Gwen shook her head. "That was a bit harsh, MJ. What'd Aunt May ever do to you?"

Mary Jane herself huffed. "Oh come on! You take half my speech and then the good part of if he does another stupid thing! I get stuck with something I had to improvise on, how is that fair?" They shared a laughed, albeit a small one. MJ looked to the side and rubbed her arm. "Don't ever do that again Peter. Ever. Next time I'll be the one to give you the, 'Why you're a dumbass' speech and kick you to Jersey."

Despite the earnest smile Peter gave her it didn't remove the dark look she was giving him. He shivered. "Yeah well… You see… I wasn't done. The story is kinda longer than it seems." His grin shrunk into a faint smile. "Russia is really depressing during the winter. And cold. I don't suppose you guys want to hear about it, do you?" Gwen let out a short breath and looked to the side as well. Then, she punched Peter in his arm as hard as she could. "Yeah, I'd like that."

Peter didn't flinch. "I _almost _felt that." He smirked. MJ looked at the direction of the school. She could still see the red brick corner in the distance. "What about school?"

"Our grades are good enough to-" She saw Peter shake his head no. "What?"

"No, you guys can't do that." She frowned. "Why not? You just said that-"

"Yeah I know. I wasn't thinking. That happens sometimes. Should have thought ahead." He looked upward, as if he were thinking. "I don't really have anywhere to go. Aunt May's house if almost empty except for the fridge," he laughed, making a note to get another sandwich later.

"And anywhere else I could only go by… you know. And unless one of you would like to get wrapped up and carried I can't take the both of you." He stopped and smiled. "Or I could stuff you two into a net and carry you like that?" They got the hint and he shrugged. "So I need you guys to stay here, kay?" Gwen crossed her arms and looked at him, peeved.

"You _could_ come to school with us, you know."

Peter paused. "I'm taking a sick day."

"Right after the heartwarming argument you ditch us? What kind of hero are you?"The blond looked at him incredulously.

"It was a bit of a one-sided argument…" MJ muttered.

"The kind with prior engagements." Peter replied innocently. Gwen gave him a look. "'Prior engagements'? Did Russia give you a better vocabulary too?" He rolled his eyes. "Yeah… you could say that." A long silence followed. It was as if they had said all that was to be said, but Peter knew that wasn't true. There were a few questions hanging in the air still.

Peter sighed and rubbed his neck. "Look MJ, Gwen… I really _am_ sorry. It was a whole deal back then and I didn't want to make a thing about and drag you two into it and…" His spider-sense throbbed his head as he let Gwen hit him. She stuck a finger in his face. "Hey! I SAID to stop saying that you-you"

"Dumbass? Idiot? Dumbass idiot?" Mary Jane asked with a raised eyebrow.

"Yeah!"

May Jane rolled her eyes. "Save the story for later, tiger. At least until we get some popcorn." She smiled at him and he couldn't help but smile back. "Yeah. Yeah okay, sure."

Gwen looked between them and a small frown fell upon her face. "So where are you going to be staying if Aunt May's house is empty?" Peter's mouth made an O shape and his expression became blank and his eyes drifted to the side."Uh… That remains to be seen for now." The blonde snorted. "Sure it does."

They didn't exactly know about his relationship with the X-men sans a few stories he had told them when they crossed paths. At most all they knew about was Logan, or Wolverine since they didn't really know his name. They called him hairy beast man though. It was more funnier that way he supposed. "I'll tell you later. Most of the stuff hasn't got back yet but I could manage with what I've got there." He smiled. "So… I'll see you later?"

Gwen looked at him and carelessly shrugged. "Sure, whatever." Mary Jane quirked her eyebrow at her again but shook her head the next second. Her and her weird personality. "Don't come to my house. Mom hates you now."

Peter smugly nodded. "I wonder why."

The sound of the bell for lunch rung and they could faintly hear it. Peter didn't remember if it meant that lunch was over or that it had officially begun, but he didn't really care. He saw Mary Jane smile at him. Her face was still a little tight from sobbing earlier. She walked over to hug him but Gwen stepped between them and pushed her away. "Nuh-uh. Spider-Dumbass over here has to work for those now."

Peter snorted. "If you want to make lunch you should get going." Gwen gave him one last look. He knew what it meant. "You'll see me around. Preferably on camera." He smirked cockily,. She turned around with a scoff. "I-I didn't want to know about that."

He waved. "Sure you didn't. See you later Gwen."

He sensed her smile. "…Yeah. Later."

* * *

_The X-Mansion_

Rogue glowered over at Kitty's side of the room where she laid on her bed, kicking her legs through the air while rapidly clicking on her computer.

It was _her_ computer but that didn't mean anything by much. He just wanted to point that out. She had no idea how she got it though.

She was searching for posters… fan-made, of course, along with reports of impostors, sightings, well… Rogue didn't really care. She just found it funny that since Peter had gone Kitty was a sour puss most of the time after she arrived at the mansion. Any mention of Spider-Man made her have a silent temper tantrum that always lead ti her stomping up to their room.

Why was she stuck with such a drama queen for a roommate anyway?

While her stupid girly girl roommate was busy getting hyped up on things Spider-Man related, Rogue had more tact. Tact meaning holding a magazine the exact same way Kitty was laying on her bed using the computer, but never opening it because she was too distracted with the same thing Kitty was. Her thoughts were as follows.

_'Wow. Just wow._'

Spider-Man. Puny Peter Parker.

Really? Who would have figured? Not her. To be honest… he was always a little scrawny. And too short.

Spider-Man was short. '_Not anymore'_, she supposed.

_'Spider-Man. Wow.'_

Then that meant- _he_ was the one that saved her life when they got kidnapped by the mutant hating Reavers on Krakoa!

He… touched her. With his bare hands. Her shirt had been ripped along her stomach and he got her out of the way just as she almost got crushed by that nameless guy that no one really gave a damn about. Colossus had thrown him away afterward, but still.

She smiled. He… touched her. What did this mean?

She shook her head to get rid of the twitching of her lips but it didn't go away. Wait a second! She… she had touched him before he left!

She groused. That up up and away joke was so amazing lame… '_He seemed to like it though_.' As expected of him and his weird sense of humor.

She was probably reading too much into it. Maybe she didn't remember correctly and her shirt had been intact, and even today he was in costume and she was clothed so… But what if-

'_Nah_.'

She looked thoughtful. Spider-Man all along, huh? Wow. Simply wow.

Ugh! She needed to stop thinking about it! It wasn't a big deal! Puny Parker… Peter, the first boy who she knew outside of the X-men that _didn't _mind mutants, the one who, other than Kurt, had become her best friend, was Spider-Man!_ 'Yeah! No. Big. Deal. But… wow. Spider-Man? Seriously?_' She saw him jump out of the door and into the air and like… whoa. Just whoa.

'_Dude, seriously. Whoa._'

"Hey Rogue want to go back to the danger room and use it to play some extreme dodge ball?" Kurt bamphed into the room and crouched on her bed post. "No I'm oka- Agh!" Surprised, Rogue skirted away and fell of her bed. "What the hell Kurt! Don't do that!" The blue skinned boy shook his head apologetically. "Forgive but, I couldn't resist. What… is Kitty doing, exactly?" He asked, looking sideways at the long haired girl who started to squeal silently for no apparent reason. Rogue gave him a deadpan look. "Don't know, don't care."

"Ah. I see." He opened his mouth to say something but decided not to when Kitty half cackled, half squealed as she put her hands to her chest and swirled a bit. "Uh…"

He noticed Rogue's attention was elsewhere. She was squinting her eyes toward the window and then widened them. "No way…" He looked, and for a second he didn't see anything worth while. Then he saw the guy on fire floating out the window. He waved. Kurt pointed at him with one of his three fingers, looking at the uniform he wore. "Is that…?"

Rogue nodded dumbly. "Yeah."

Johnny Storm of the Fantastic Four tapped on the window hesitantly. "Uh, please tell me this is Bayville. And the school for gifted youngsters. I had to stop like six times over here and somebody hit me with their shoe…" Kurt and Rogue nodded at the same time. Johnny grinned and his flame increased for a second. "Uh… could I like, come in or something? I kinda need to pee…"

Just then Kitty looked up and saw Johnny outside the window. She widened her eyes. "Is that?"

Kurt nodded. "Yup."

Rogue turned her head to the door and shouted, knowing the wistful man would hear her. "Professor!"

* * *

_Elsewhere_

"Did you make contact with the target sir?"

Nick Fury pondered how fast it would take to get from Queens to Jersey and if he could get there faster than the time it took to get to the Trikeskellon.

Without stopping for a couple of dogs from Manhattan along the way of course.

He unraveled what must have been his third hot dog since he had left Manhattan after leaving Queens and took a bite. Chili cheese. Hot mustard. Jalapenos. Fantastic. "He got taller." He stated simply.

It was particularly dark. She liked dark. It was her own little room in this gigantic place so he didn't really have the interest of telling her to see the sun once in a while. She kept it dim, which was good, at least. It was one of her talents to see fairly well in such conditions, but he rolled his eyes whenever he heard a thump and a curse word in Russian.

"Really?" She asked, faking interest in that particular aspect. He grunted and took another bite. "You should know. You saw him before I did." He smirked and saw her tense. "If I recall the kid kicked your ass and knocked you out. When you woke up he was gone."

He could tell she felt like asking how'd he know, and knew that he would say there isn't much he _didn't_ know. He blew air from his nose in an amused manner. The kid surprised him with that little showdown. He really did give her a good whooping. "He's laying low. Got to hand it to him, thinking ahead like that. The press is looking all over for him."

As a matter of fact, he recalled seeing him salute the camera, which had been hidden in a forest nearby, before leaving her unconscious on the scene. He didn't exactly know what had happened while he was gone, but he would read the reports later. "Hmph." She snorted. Probably pissed that a Spider beat a Black Widow. He inwardly laughed at his joke and her pride. She was vaguely immature sometimes. "I merely wanted to see if the agents stationed there were doing their job . I ran into him and-"

"Decided to see if you could knock him out like you did before, right? Nice going with that." He was feeling particularly cheeky today. It must have been the Coca Cola he picked up earlier. The caffeine. "As if a warrior were fighting a child…"

He heard her growl. "What is that supposed to mean?"

"Its an old proverb. Verse, expression, whatever." It really wasn't. It was just fun to insult her pride like that. Good job, kid.

He took another bite. "Would you mind turning up the lights a little?" Silence. It only proved his point. Her fighting the kid was the only report he had read so far. It was actually the only one he had _gotten_ so far. The gooks who sent it probably thought it was funny – he smirked, raise for them. It was most likely because she had gotten pretty banged up. He didn't read how seeing as how he had other things to attend to but-

The lights turned on. He widened his eyes. '_Damn_.' He looked her up and down. _'I hope he was holding back.'_ He thought, though it had numerous reasons.

For one, she was one of his top agents. And it wasn't like she was mutilated or in a cast. He knew that Parker wouldn't do something like that – sexism on his part thinking she couldn't take it. She was only a little bandaged around her arms and legs. He had to give to the kid, from the looks of it he systematically weakened her limbs and then socked her one in the face, which was why her cheek was a tad bit swollen. She wore bandages under her shirt but they were well hidden, but not to him. The slight ruffled bulge around her belly button gave it away.

He winced. He knew what it felt like. He had a mean right hook.

"I'm guessing he learned a few things." It wasn't a question. Logan had been there too. Nebo, Logan… he almost felt sorry for the kid. She nodded. "Yes and no. He still believes that women should be handled delicately. Fool." He only wondered what condition what she be in now if he had treated her as some thug or something.

"Logan and Nebo were already gone weren't they?" If he had his information right, Logan had been gone for at least two weeks since his first sighting over at Xavier's last month. She nodded. "Yes sir."

"And he was the only one there." She nodded again. "Affirmative."

"_How did he take you out?_" He asked, almost incredulously. It wasn't really something to be taken lightly, but it made him wonder nonetheless.

He could tell that she was holding to her sense of nobility, as warped as it was, which was why he knew she would tell him, regardless if she won or lost. Had she won, however, she would be much more exuberant in her own little way about it.

On a different note, from _other _reports, Parker still stuck to his save everyone morality as warped as it had probably become under the tutelage of Nebo and Logan. And by warped he meant fried and microwaved in rubber form as a worst case scenario. That must have been what attracted her in whatever sense in what meant to be taken in. She pointed to her neck where a violet red mark lay. "Oh." She had taken him out the exact same way.

He 'hmphed'. Revenge; sweet when subtle and still able to sting like a bitch.

"Did you happen to find out the Rook's real name before 'running' into Parker?" He inquired, taking another bite. That was what she was _supposed _to go there for. Not fight, but it wasn't like he was complaining anyway. She nodded in the slightly brighter light. "And it is?" He held out his hand appraisingly.

"Ezekiel Simms."

He raised an eyebrow. Ezekiel was a good name, but he understood why someone would change their name if it were similar to a video game. He'd have her to a run check on relatives of Nebo to see if he had any but she looked pretty occupied. She moved her arm and winced almost unnoticeably. Yup. "Alright, that'll be all, Natasha. Good work. Here, I got you a hotdog." She looked at the cheese covered thing in disgust, and then back up at him incredulously. "How can you eat such things, sir?"

He walked out of the room after finishing his own. "It's an acquired taste."

* * *

_ Meanwhile_

Venom was not sure how to feel about the wind. It was… confusing. For the Spider, he seemed to be able to glide through the air without much problem. It simply opened itself up to him and let him do as he pleased. But for her, it pushed her and attempted to not let her pass.

Her eyes narrowed sharply. Venom liked the wind for being kind for Parker… but she did not like it for keeping her back.

The black substance that was a darker imitation of Parker's own costume jutted out four limb like tendrils and stabbed into the underside of the bridge. Venom hissed. The wind would not let her web swing like Parker. She did not like the wind that much now. It did not come as naturally to her as it had to him. With Brock, she jumped hundreds of feet into the air with ease to get where he needed to go. When that was not enough, she used herself to imitate Parker's webbing but it usually came out in fat tendrils that made it look like she had given her second host four different limbs.

She could have given that to Parker. He could have been able to reach the sky with a single leap if he let her… He chose to stick to his own form of transportation and glide through the air as easily as a feather. Her eyes tilted in confusion. Why of all the things that he accepted, her strength, her power, her being, did he reject the most obvious things? At the most he had used the confidence she granted him to swing from his webbing with one hand. Why did he choose not to delve into what she could have given him in exchange for what he'd given her?

He called her a symbiote. He meant that as a good thing and at first she hoped he did. She found out it was. But when he began to starve her of emotions that at the time were negative in nature it wasn't very mutual, their relationship. He had taken the bare minimum of what she offered and that was stronger versions of his powers. She narrowed her eyes thoughtfully. It wasn't very symbiotic when she started draining his essence from him as a result.

Brock had accepted her with open arms. Though, given his hate to the Spider, she had gleefully reciprocated. She regretted that choice. Had she not done that, the spider would not see Venom as an enemy and instead an ally, something to keep close. Rock saw her as a weapon to use against him and in her anger she believed that Parker deserved to suffer for abandoning her.

She didn't want to web swing now, alone. The wind could keep rejecting her but when she claimed Parker for herself she could feel the exhilarating feeling of his adrenaline pumping through her while he soared through the air.

Still… she wondered if this form would please him. It was to his tastes, she believed. If that was not enough then she would be forced to use that female's appearance from earlier. She hissed and her skin trembled. Parker would indeed appreciate that.

She had realized she had stopped, hanging on the one black line attached to the underside of the bridge to Queens, hanging over the water. Her eyes narrowed. The water was repugnant and stinky. Parker didn't like it and neither did she. Unbeknownst to her onlookers on the bridge could see her with some effort, but she paid the possibility no mind. Releasing her hold on the line by one hand she used the other to propel her backward and forward like Parker had done so often, but she went farther than he did.

She wondered if she should keep the line. It wouldn't be of any importance to her if she did keep it, other than to use it again if she did not feeling like using and or creating more. She chose not to and released the line, clearing the distance between the middle of the bridge and landed deftly on a buoy.

This was it… she could feel him! His location, his being, his state of mind! His emotions were… coming back! Refreshed like they had never gone! And… and they tasted good… She struggled to savor the flavor, the roust feeling she got as so many emotions washed over her. Their bond… it was refreshed, renewing itself. It was so … _unreal._

It was tasty… delicious. Scrumptious. Wonderful. Any and all synonyms to tasty, even. It was hard to concentrate and not let her thoughts revolve around one such subject but it was simply _irresistible._

…

She stopped. The world around her that the Spider had introduced her to seemed to freeze. Her skin trembled, her fangs receded, her very being seemed to rage calmly, swaying through the air like a webline in a storm.

A storm…

She couldn't retrieve the feeling she had experienced when she first bonded with the Spider. It was different, something that she knew for a fact her species hand never felt before. They were ignorant, happy to take what _weaklings_ that were given to them. She didn't want more than what they had, she wanted one that she _deserved. _At the time she had been as foolish and arrogant as they, but he influenced her.

She could feel the emotions, or the memories of them at the very least, renew themselves to her.

Happiness. Birthdays with Aunt May and Uncle Ben. So delicious… the best emotion she had ever felt.

Anger. Seeing Uncle Ben's lifeless corpse on the street. Seeing his murderer's face as the one that was let go. Robust, powerful, influential… Negative.

Sadness. Seeing Mary Jane with Flash Thompson. Bullied and made fun of everyday. Outcast. Afraid of what loved ones might think if they knew… Uncle Ben's funeral. Debilitating, only meant to feast upon if there is no other choice.

Fear. To be found out, to die without living up to the words that were their lifeline. Gwen being thrown off the bridge… not being able to catch her. Aunt May dying because of the mistakes made and the secrets kept… Her. Fear of her and what she was capable of, what she would _do_. To him if he didn't fight back as hard as he could and still not kill. Fear was tasty, it was filling, but not with him. With him it depressed her, broke her down because she _knew_ that in some sense… when he first saw her, what she had become and what she really was with Brock, he had been afraid.

She had been angry. After all, did she not behave as one would when spurned by their true love? Their soul mate? They had been intertwined, mind body and _soul_. She felt his thoughts, his happiness, his joy at the power she offered him so that he might be able to protect everyone unlike Uncle Ben. She promised him, but did not hear. The spider was too trapped in his own web to realize that she needed to be more with him, _forever_. After the fact, after it was all over, she felt, she _knew_ hhe was spiraling down back into his web after releasing himself for so long, and he would not return.

There would _always_ be a connection between them. She would never forget him and no one would ever make her. She _refused_ to let anyone rip what little remembrance of the spider from her. He had returned from his seclusion and this was her chance! No Brock, no enemies, no distractions or emotions that restricted their bond! She could feel him, he was _so_ close, so near, so-so… different.

Their bond was something that would never be fathomable to any human. Even without the spider, Parker was all she desired. Even he himself cannot think of how connect they are.

But surely she could make him see?

"Mommy? Look, it's Spidey-Man!" A child on the bridge above tugged on her mother's shirt. The mother looked at Venom with fear in her eyes. Venom licked her fangs. Tempting, but not at the moment. "No honey… that's not him…"

They feared her as well. They feared him, too. Humans were such ignorant creatures, shying away from what they could not understand and destroying what they couldn't obtain. They were afraid of what they would be like, together, because they didn't understand. She paid them no mind, though. Parker taught her that there was always someone willing to listen, willing to try to understand even if it was beyond their ability. He had been that someone.

In this manner, she would make him be that person again. To listen to her, to understand, to take her back.

She discarded her face, her appearance, for something more… meaningful. Slender, sleek, closer to the spider but appealing to Parker. But she does not put too much effort into this as her attention is somewhere else. Without the spider, without _Parker,_ she is nothing. There is a gap, a cavern or canyon or whatever have you, in her being. It is her intention to fill that.

With webs of black and drapes of shiny darkness hanging in her wake, swaying in the air just like a webline in a storm, people look up and notice. They see not her, but one who glides along the air just like a spider would. They see Spider-Man, and they cheer. The happiness is hollow and unfounded for the most part so she discards almost all of it. It is meaningless to her. She disappears before their very eyes in a matter of seconds, wishing to keep the glory for her host and their shouts and proclamations died slowly and silently, confused.

Her emotions like a storm, Venom, unnoticed by the naked eye, hangs outside a window of a house. Surrounded by similar buildings just as she remembered, it is empty inside. Except for one person. Her head throbbed and she felt him stop in his tracks somewhere near. _Very_ near. She knew he could feel her presence as well.

Venom pulled the window and a small area surrounding off the building with ease, her being impaling it like a knife through mud. With her eyes curving upward with a low hiss, she uttered,"Paaaarrrkkkkkerrrr…"

* * *

The little uh, style change wasn't me. It was the story beta. I got him to read the What if- The Other before school and he got excited.

_OTD: It was awesome._

Sigh. Amateur._  
_


	12. Not really a Chapter 12

After some long consideration and embarrassing hours spent rereading the story, I've decided to _rewrite_ it. I barely made it past the first chapter before I actually decided to do it, too. I've just bee putting it off for so long and... well, it's like fractions. They suck, and I _hate_ them. Either that or math. Math sucks too.

Anyways, I won't be taking down the chapters yet. More like, when I feel up to it, they'll get replaced with something that isn't a complete train wreck full of the dead corpses of butchered words and phrases. Honestly, I felt like doing this before a couple of months ago but eh, I figured it be good to see how far I've come from... that first chapter. Yech.

My beta included, of course.

High School is nothing like how they portray it in tv, not that I ever watch much of that anymore. So when I get time, I'll replace the disaster of the first chapter with the new one. As of now, this one story of mine has gotten nearly 10,000 hits, a fact that I am very proud of. Thanks to everybody that actually read it, but its going down now. Nothing else to really say here. Yup.

And please, if you review, use an account. Critique is very appreciated but it means nothing when I can't _inquire_ to the criticizer about their critique so that they can see if they'll critique on something else that needs to been criticized if you know what I'm saying.

And now for the line I haven't used since I started this story over a year ago,

**_Yours truly,_**

**_Public Valentine._**

Oh I am so changing my name.**_  
_**


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